Filed Pursuant to Rule 424(b)(4)Registration Nos. 333-234182 and 333–234419

PROSPECTUS

$220,000,000FinServ Acquisition Corp.

22,000,000 Units________________________

FinServ Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger,capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or morebusinesses, which we refer to as our initial business combination. We have not selected any specific business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with anybusiness combination target. While we may pursue an initial business combination target in any business or industry, weintend to focus our search on companies in the financial services industry or businesses providing technology services to thefinancial services industry.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one shareof our Class A common stock and one half of one redeemable warrant. Only whole warrants are exercisable. Each wholewarrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subjectto adjustment as described herein. The warrants will become exercisable on the later of 30 days after the completion of ourinitial business combination or 12 months from the closing of this offering, and will expire five years after the completion ofour initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractionalwarrants will be issued upon separation of the units and only whole warrants will trade. The underwriters have a 45-dayoption from the date of this prospectus to purchase up to an additional 3,300,000 units to cover over-allotments, if any.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class Acommon stock upon the completion of our initial business combination, at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below as of two business days prior to the consummation ofour initial business combination, including interest earned on the funds held in the trust account and not previously releasedto us to pay our taxes, divided by the number of then outstanding shares of Class A common stock that were sold as part ofthe units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If weare unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount including interest earned on the funds held in the trust account and not previously released to us to pay our taxes(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,subject to applicable law and certain conditions as further described herein.

Our sponsor, FinServ Holdings LLC, has agreed to purchase an aggregate of 665,000 placement units at a price of$10.00 per unit for an aggregate purchase price of $6,650,000. Each placement unit will be identical to the units sold in thisoffering, except as described in this prospectus. The placement units will be sold in a private placement that will closesimultaneously with the closing of this offering.

Our initial stockholders, which include our sponsor, own an aggregate of 6,325,000 shares of our Class B commonstock (up to 825,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into shares of Class A common stock at the time of ourinitial business combination as described herein.

Currently, there is no public market for our units, Class A common stock or warrants. Our units have been approvedfor listing on the Nasdaq Capital Market, or Nasdaq, under the symbol “FSRVU”. We expect that our units will be listed onthe Nasdaq Capital Market on or promptly after the date of this prospectus. We cannot guarantee that our securities will beapproved for listing on Nasdaq. We expect the Class A common stock and warrants comprising the units will begin separatetrading on the 52nd day following the date of this prospectus unless Barclays Capital Inc. and Cantor Fitzgerald & Co.inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once thesecurities comprising the units begin separate trading, we expect that the Class A common stock and warrants will be listedon Nasdaq under the symbols “FSRV” and “FSRVW,” respectively.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced publiccompany reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 28 for adiscussion of information that should be considered in connection with an investment in our securities. Investors willnot be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary isa criminal offense.

Per Unit Total

Public offering price $ 10.00 $ 220,000,000

Underwriting discounts and commissions(1) $ 0.55 $ 12,100,000

Proceeds, before expenses, to FinServ Acquisition Corp. $ 9.45 $ 207,900,000

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(1) Includes $0.35 per unit, or $7,700,000 in the aggregate, payable to the underwriters for deferred underwriting commissions to beplaced in a trust account located in the United States as described herein. If the underwriters’ over-allotment option is exercised,5.5% of the gross proceeds from the over-allotment ($0.55 per unit or up to $1,815,000 in the aggregate) will be deposited in thetrust account as deferred underwriting commissions. The deferred commissions will be released to the underwriters only oncompletion of an initial business combination, as described in this prospectus. Does not include certain fees and expenses payable tothe underwriters in connection with this offering. See the section of this prospectus entitled “Underwriting” beginning on page 136for a description of compensation and other items of value payable to the underwriters.Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $220.0

million or $253.0 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case) willbe deposited into a trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer &Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account to pay our tax

obligations, the proceeds from this offering and the sale of the private placement units held in the trust account will not bereleased from the trust account until the earliest of (a) the completion of our initial business combination, (b) the redemptionof any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificateof incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initialbusiness combination or to redeem 100% of our public shares if we do not complete our initial business combination within24 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity. The proceeds deposited in the trust account could become subject to the claims of ourcreditors, if any, which could have priority over the claims of our public stockholders.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver theunits to the purchasers on or about November 5, 2019.

Barclays Cantor

Joint Book-Running Managers

October 31, 2019

TABLE OF CONTENTS

Page

Summary 1Risk Factors 28Cautionary Note Regarding Forward-Looking Statements 58Use of Proceeds 59Dividend Policy 63Dilution 64Capitalization 66Management’s Discussion and Analysis of Financial Condition and Results of Operations 67Proposed Business 73Management 100Principal Stockholders 110Certain Relationships and Related Party Transactions 113Description of Securities 115Material U.S. Federal Income Tax Considerations 129Underwriting 136Legal Matters 143Experts 143Where You Can Find Additional Information 143Index to Financial Statements F-1

We are responsible for the information contained in this prospectus. We have not authorizedanyone to provide you with different information, and we take no responsibility for any otherinformation others may give to you. We are not, and the underwriters are not, making an offer to sellsecurities in any jurisdiction where the offer or sale is not permitted. You should not assume that theinformation contained in this prospectus is accurate as of any date other than the date on the front of thisprospectus.

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SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus.You should read this entire prospectus carefully, including the information under the section of thisprospectus entitled “Risk Factors” and our financial statements and the related notes included elsewhere inthis prospectus, before investing.

Unless otherwise stated in this prospectus, or the context otherwise requires, references to:

• “common stock” are to our Class A common stock and our Class B common stock, collectively;

• “founder shares” are to shares of our Class B common stock initially purchased by our sponsorin a private placement prior to this offering, and the shares of our Class A common stock issuableupon the conversion thereof as provided herein;

• “initial stockholders” are to our sponsor and any other holders of our founder shares prior tothis offering (or their permitted transferees);

• “management” or our “management team” are to our officers and directors;

• “placement units” are to the units being purchased separately by our sponsor in the privateplacement, each placement unit consisting of one placement share and one-half of one placementwarrant;

• “placement shares” are to the shares of our common stock included within the placement unitsbeing purchased separately by our sponsor in the private placement;

• “placement warrants” are to the warrants included within the placement units being purchasedseparately by our sponsor in the private placement; and

• “private placement” are to the private placement of 665,000 units being purchased by oursponsor which will occur simultaneously with the completion of this offering at a purchase priceof $10.00 per unit for a total purchase price of $6.65 million;

• “public shares” are to shares of our Class A common stock sold as part of the units in thisoffering (whether they are purchased in this offering or thereafter in the open market);

• “public stockholders” are to the holders of our public shares, including our initial stockholdersand management team to the extent our initial stockholders and/or members of our managementteam purchase public shares, provided that each initial stockholder’s and member of ourmanagement team’s status as a “public stockholder” shall only exist with respect to such publicshares;

• “public warrants” are to our redeemable warrants sold as part of the units in this offering(whether they are purchased in this offering or thereafter in the open market, including warrantsthat may be acquired by our sponsor or its affiliates in this offering or thereafter in the openmarket) and to any placement warrants sold as part of the placement units or warrants issuedupon conversion of working capital loans in each case that are sold to third parties that are notinitial purchasers or executive officers or directors (or permitted transferees) following theconsummation of our initial business combination;

• “sponsor” are to FinServ Holdings LLC, a Delaware limited liability company which is anaffiliate of certain of our officers and directors; the managing members of our sponsor are LeeEinbinder, our Chief Executive Officer and Howard Kurz, our President;

• “warrants” are to our redeemable warrants, which includes the public warrants as well as theplacement warrants to the extent they are no longer held by the initial purchasers of theplacement units or their permitted transferees; and

• “we,” “us,” “company” or “our company” are to FinServ Acquisition Corp.

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will notexercise their over-allotment option. On October 31, 2019, we effected a 1.1 for 1 stock dividend for eachshare of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 6,325,000founder shares (up to 825,000 shares of which are subject to forfeiture depending on the extent to which theunderwriters’ over-allotment option is exercised).

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Our Company

We are a newly organized blank check company formed as a Delaware corporation for the purpose ofeffecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similarbusiness combination with one or more businesses. Throughout this prospectus we will refer to this as ourinitial business combination.

We currently intend to concentrate our efforts in identifying businesses in the financial services industrywith an equity value of approximately $500 million to $1.5 billion, with particular emphasis on businessesthat are providing or changing technology for traditional financial services (“FinTech”), asset and wealthmanagement, and specialty finance companies. We believe the creation and delivery of financial servicesproducts for consumers and businesses will undergo the most dramatic change over the next several years.There has been a rise in the level of sophistication and interconnectivity between innovative technology andfinancial services providers, and we expect this trend to continue and accelerate. We believe that there aremany potential targets within the financial services space that could become attractive public companies.These potential targets exhibit a broad range of business models and financial characteristics that range fromvery high growth innovative companies to more mature businesses with established franchises, recurringrevenues and strong cash flows.

We are not, however, required to complete our initial business combination with a financial servicesbusiness and, as a result, we may pursue a business combination outside of that industry. We will seek toacquire established businesses that we believe are fundamentally sound but potentially in need of financial,operational, strategic or managerial redirection to maximize value. We may also look at earlier stagecompanies that exhibit the potential to change the industries in which they participate and which will offer thepotential of sustained high levels of revenue and earnings growth.

Our Management Team

We will seek to capitalize on the financial services experience and contacts of Lee Einbinder, our ChiefExecutive Officer, Howard Kurz, our President and Chief Financial Officer, and our Board of Directors, toidentify, evaluate, and acquire a target business. In addition, the management team will be aided by ShamiPatel, our advisor.

Until recently, Mr. Einbinder was a Vice Chairman of Barclays, after serving as co-Head of theFinancial Institutions Group and a member of the Banking Operating Committee at Barclays. Prior to joiningBarclays, Mr. Einbinder was at Lehman Brothers, where he was a Managing Director covering financialinstitutions, Head of the Specialty Finance group, and founder of the Financial Technology group. Mr.Einbinder was also previously a banker in the financial institutions group at CS First Boston and at SalomonBrothers. During his extensive investment banking career, Mr. Einbinder has worked on numerous mergersand acquisition deals aggregating over $100 billion in the financial services industry, and has developedsenior relationships with the largest banks, specialty finance companies, exchanges, asset managers andfinancial sponsors. He has also worked on many of the most notable financial services IPOs over the last 30years.

Howard Kurz has over 30 years’ experience as a successful institutional investor and asset manager.Mr. Kurz was the founder and Chief Executive Officer of Lily Pond Capital Management LLC (“LPCM”), analternative investment manager headquartered in New York. Most recently, LPCM was the investmentmanager of a Private Equity Fund (Lilypad Investors I) which provided early stage operating capital andexpertise to an array of alternative investment management firms. Lilypad Investors I recently exited its finalportfolio investment. Before founding LPCM, Mr. Kurz was Managing Director and Head of North AmericanFinancial Markets at The Royal Bank of Scotland Plc. Additionally, he was responsible globally for ForeignExchange, Emerging Markets, and principal investments and was a member of the division’s ExecutiveCommittee. Prior to RBS, Mr. Kurz was a Managing Director at Lehman Brothers where he headed theMulti-Markets Proprietary Trading unit.

Shami Patel is a Managing Director of the Asset Management Group of Cohen & Co. and was active inall aspects of the IPO and business combination process of FinTech Acquisition Corp. (“FinTech I”) (Nasdaq:FNTC) and FinTech Acquisition Corp. II (“FinTech II”) (Nasdaq: FNTE), including origination, duediligence and execution. He served as a Director, Chair of the Audit Committee and member of theCompensation Committee of FinTech I and FinTech II. FinTech I raised $100.0 million in its initial publicoffering in February 2015 and completed its initial business combination when it acquired FTS HoldingCorporation in July 2016, in connection with which FinTech I changed its name to CardConnect Corp. Thecommon stock of CardConnect Corp. was traded on the Nasdaq Capital Market under the symbol “CCN”until CardConnect Corp. was acquired by First Data Corporation on July 6, 2017. FinTech II raised $175.0million in its initial public offering in January 2017 and

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completed its initial business combination when it acquired Intermex Holdings II in July 2018, in connectionwith which FinTech II changed its name to International Money Express, Inc. The common stock ofInternational Money Express, Inc. is currently traded on the Nasdaq Capital Market under the symbol“IMXI.” Mr. Patel also currently serves as an advisor to FinTech Acquisition Corp. III (“FinTech III”)(Nasdaq: FTAC), which raised $345 million in its initial public offering in November 2018 and is currentlylooking for an initial business combination target.

Our Board of Directors upon the completion on this offering will include Jay N. Levine, Robert Matza,Diane B. Glossman and Aris Kekedjian.

Jay N. Levine has been serving as Chairman of the Board of Directors of One Main Holdings, Inc(“One Main”) since June 2018, and previously served as President, Chief Executive Officer and a member ofthe Board of Directors of OneMain from October 2011 to September 2018. He joined the new OneMainshortly after it was acquired by Fortress Investment Group in 2011 and within two years he led the company’sreturn to profitability and IPO. During his tenure as CEO, Mr. Levine also completed the acquisition of thecompany’s largest competitor (One Main Financial Services) from Citigroup and led its integration into thesuccessor company. From December 2008 to February 2011, Mr. Levine served as President and ChiefExecutive Officer and a member of the Board of Directors of Capmark Financial Group Inc., a commercialreal estate finance company. From 2000 to 2008, Mr. Levine served as President and Chief Executive Officerof RBS Greenwich Capital, a financial services company, with responsibility for the company’s institutionalbusiness in the United States. Previously, Mr. Levine was co-head of the Mortgage and Asset BackedDepartments at RBS Greenwich Capital.

Robert Matza retired as President, Partner and member of the Executive Committee of GoldenTreeAsset Management (“GoldenTree”) in June 2019 after almost 14 years at the firm. During his time atGoldenTree, Mr. Matza was part of the senior management team that oversaw significant growth in assetsunder management (from approximately $7 billion to over $30 billion), long only and alternatives (privateequity and hedge funds), product lines and personnel. Prior to GoldenTree, Mr. Matza served as President andChief Operating Officer of Neuberger Berman, Inc., as well as a member of its Board of Directors andExecutive Committee, and following its acquisition by Lehman Brothers, a member of Lehman Brothers’Management and Investment Committees. He joined Neuberger Berman in April 1999 as a Principal, and ledthe team that successfully completed the initial public offering of Neuberger Berman in November of thatsame year. Between 2000 and 2003, he negotiated and completed several acquisitions and lift outs. In 2003,Mr. Matza negotiated the $2.6 billion sale of the company to Lehman Brothers. Assets under managementgrew from approximately $55 billion to over $107 billion from the time that Mr. Matza joined NeubergerBerman, until he left at the end of 2005. Mr. Matza’s industry experience prior to 1996 includes 16 years withLehman Brothers and its predecessor companies, where he last served as Managing Director, Chief FinancialOfficer and a member of the Operating and Investment Committees. He currently serves on the Board ofManagers (as well as audit and compensation committees) of AG Artemis Holding LP, the holding companyof Advisor Group Inc., a privately owned network of independent broker-dealers that was purchased by aprivate equity firm for $2.3 billion in 2019.

Diane B. Glossman spent 25 years as a research analyst, retiring as a Managing Director and head ofU.S. bank and brokerage research at UBS. Prior to UBS, Ms. Glossman was co-head of Global BankResearch and head of Internet Financial Services Research at Lehman Brothers, and prior to that at SalomonBrothers for nine years where she was co-Head of U.S. Bank Stock Research. Over her sell-side researchcareer, Ms. Glossman specialized in money center banks, trust banks and broker dealers, covering all aspectsof banking and financial services. Ms. Glossman was a multiple-time member of Institutional Investor’s All-America Research Team. During her decade on the buy-side, she was responsible for coverage of allfinancials along with a variety of other industry sectors. Ms. Glossman has been serving as a member of theBoard of Directors and Audit Committee of Barclays Bank Delaware since June 2016 and chaired the AuditCommittee since December 2018. She has also been serving as a member of the advisory board of BarclaysUS LLC since its inception in April 2015, and since the advisory board’s upgrade into the Board of Directors,a member of the Board of Directors, Audit Committee Chair and member of the Governance Committee. Inaddition, she has been serving as a member of the Board of Directors and its various committees of Live OakBancshares, a $4 billion North Carolina-based bank, since August 2014, and assisted in its initial publicoffering. Ms. Glossman’s previous board experience includes serving on the Board of Directors or Board ofTrustees of WMI Holding, Ambac Assurance, QBE NA, Powa Technologies Holdings Plc, State StreetGlobal Advisors Mutual Funds, and E Charge. In addition to her directorships, Ms. Glossman has alsoworked as an independent consultant with a number of banks in the U.S. and U.K. on projects relating tostrategy, business execution, and investor communications. From 2003 to 2005, she was an advisor toCitigroup’s Global Consumer Group and a member of its planning group. During much of that time, she wasacting head of the International Retail Bank.

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Aris Kekedjian retired from GE in 2019 after a 30 year career with the company, most recently servingas head of Corporate Development and Chief Investment Officer since 2016. During this time, Mr. Kekedjianled a number of notable M&A transactions, including the $30 billion merger of GE Oil & Gas with BakerHughes, creating a $22 billion business with operations in 120 countries, and the $11 billion merger of GETransportation with Wabtec Corporation, creating a technology category leader for rail equipment, servicesand software. Mr. Kekedjian was previously a Managing Director and Global head of BusinessDevelopment/M&A at GE Capital from 2010 through 2016. Mr. Kekedjian led the GE team that divestedmore than $200 billion of GE Capital’s business across the world. He also led the merger of Met Life’s onlinebank with Synchrony Financial and a subsequent $3 billion IPO and $20 billion stock split transaction forSynchrony Financial. He also led the IPOs of both Cembra Money Bank in Switzerland and Moneta Bank inthe Czech Republic. Prior to those divestitures, Mr. Kekedjian was responsible for creating comprehensivestrategic plans for deal activities in the banking, real estate, leasing, mortgage, credit card and commerciallending sectors. From 2008 to 2010, Mr. Kekedjian served as Managing Director, Global CorporateDevelopment and Chief Executive Officer for GE Capital, MEA region, responsible for company-widestrategic partnership and alliance development with global, sovereign capital partners. Mr. Kekedjian waspreviously the Chief Financial Officer of GE Banking & Consumer Finance for the EMEA region (GEMoney) from 2004 to 2008, a $10 billion net revenue business with over $100 billion in assets and operationsin 25 countries. He joined GE as a part of the Financial Management Program in 1989.

We believe that Mr. Einbinder’s extensive relationships that he developed over a 30 year career inbanking for financial institutions, as well as his extensive experience in financial services, FinTech, andfinancial markets will allow us to identify and complete an attractive business combination. Similarly, webelieve Mr. Kurz’s previous experience in founding, nurturing, and growing multiple asset managers shouldserve as a valuable foundation to locate and consummate a business combination in the financial servicesindustry. We also believe that the management team’s expertise will be augmented by our advisor, ShamiPatel, who has experience working at the FinTech Acquisition SPAC entities described above, and the othermembers of our board of directors, who have extensive experience in business and financial matters related tothe financial services industry.

The past performance of our management team, or advisor or their respective affiliates is not aguarantee either (i) of success with respect to any business combination we may consummate or (ii) that wewill be able to identify a suitable candidate for our initial business combination. Aside from our advisor, Mr.Patel, no member of our management team has had management experience with special purpose acquisitioncorporations in the past. You should not rely on the historical record of our management team’s or advisor’sor their respective affiliates’ performance as indicative of our future performance.

Business Strategy

We currently intend to concentrate our efforts in identifying businesses in the financial services industrywith an equity value of approximately $500 million to $1.5 billion, with particular emphasis on businessesthat offer a differentiated technology platform and/or products for interfacing with the financial servicessector (“FinTech”), traditional asset managers which may be undergoing significant change adapting to aworld with more passive investing and algorithmic trading, wealth and alternative asset managers with uniquebusiness strategies, and specialty finance companies which generally exhibit higher margins, higher growthrates, and less regulatory burdens versus traditional banks. Over the past several years, there has been a rise inthe level of sophistication and interconnectivity between innovative technology and financial servicesproviders, and we expect this trend to continue and accelerate. We believe that there are many potentialtargets within the financial services/FinTech space that could become attractive public companies. Thesepotential targets exhibit a broad range of business models and financial characteristics that range from veryhigh growth innovative companies to more mature businesses with established franchises, recurring revenuesand strong cash flows.

There has been significant disruption and change in the delivery of financial services in recent years,including, among others:

• Retail banking (mobile payments, Neo-Banks);

• Payments processing for consumers and businesses;

• Wealth management (robo advisors);

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• Exchanges and trading platforms;

• Big data moving to the cloud, APIs, data security; and

• Digital assets and blockchain technology.

With increased adoption of technology solutions by both consumers and businesses, we believe that thesector is poised for continued growth in both overall market size and penetration. Key industry characteristicsinclude long-term organic growth, attractive competitive dynamics and further consolidation opportunities.Key business characteristics include high barriers to entry, low risk of technological obsolescence and publicmarket-ready scale. Key financial metrics include organic revenue growth, recurring revenues and strongcash flow conversion.

We do not intend to limit our search to one segment of the financial services ecosystem, but will insteadtarget a wide variety of companies that deliver a solution or product to the financial services end-market. Webelieve that our extensive experience and demonstrated success in advising and investing in businesses in thisindustry provides us with a unique set of capabilities that will be utilized in generating stockholder returns.

We will seek to acquire established businesses that we believe are fundamentally sound but potentiallyin need of financial, operational, strategic or managerial improvements to maximize value. We will also lookat earlier stage companies that exhibit the potential to change the industries in which they participate andwhich offer the potential of sustained high levels of revenue growth. Consistent with our industry focus, weintend to target financial services businesses that have strong management teams, demonstrated organicgrowth, and differentiated products or services. Opportunities range from high-growth, customer facingtechnologies in payments, lending and digital assets to more mature, high-margin, stable businesses whichmay be engaged in lending, asset management, or providing critical processing and support to establishedfinancial services firms.

We believe that the wide networks of our management team and advisor will deliver access to a broadspectrum of opportunities across the financial services landscape. In addition to any potential businesscandidates we may identify on our own, we anticipate that other target business candidates will be brought toour attention from various unaffiliated sources, including investment market participants, private equity fundsand large business enterprises seeking to divest non-core assets or divisions.

Upon completion of this offering, the members of our management team and our advisor willcommunicate with their networks of relationships to articulate the parameters for our search for a targetcompany and a potential business combination, and begin the process of pursuing and reviewing potentialopportunities.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelinesthat we believe are important in evaluating prospective target businesses. We will use these criteria andguidelines in evaluating acquisition opportunities, but we may decide to enter into our initial businesscombination with a target business that does not meet these criteria and guidelines. We expect that noindividual criterion will entirely determine a decision to pursue a particular opportunity. We intend to seek toacquire companies that we believe:

• are fundamentally sound companies that can enhance shareholder value through a combinationwith us, and offer an attractive risk-adjusted return for our stockholders;

• have strong, experienced management teams, or provide a platform to assemble an effectivemanagement team with a track record of driving growth and profitability;

• are at an inflection point, such as requiring additional management expertise, are able to innovatethrough new operational techniques, or where we believe we can drive improved financialperformance;

• can benefit from the application and exploitation of financial service technologies;

• have a history of, or potential for, strong, stable free cash flow generation, with predictable andrecurring revenue streams;

• can grow both organically and where we believe our ability to source proprietary opportunitiesand execute transactions will help the business grow through additional acquisitions;

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• have a leading or niche market position and that demonstrate advantages when compared to theircompetitors, which may help to create barriers to entry against new competitors;

• can benefit from being a publicly traded company, with access to broader capital markets, toachieve the company’s growth strategy; and

• exhibit unrecognized value or other characteristics that we believe can be enhanced based on ouranalysis and due diligence review.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particularinitial business combination may be based, to the extent relevant, on these general guidelines as well as otherconsiderations, factors and criteria that our management team and advisors may deem relevant. In the eventthat we decide to enter into our initial business combination with a target business that does not meet theabove criteria and guidelines, we will disclose that the target business does not meet the above criteria in ourstockholder communications related to our initial business combination, which, as discussed in thisprospectus, would be in the form of proxy solicitation materials or tender offer documents that we would filewith the U.S. Securities and Exchange Commission.

We may need to obtain additional financing either to complete our initial business combination orbecause we become obligated to redeem a significant number of our public shares upon completion of ourinitial business combination. We intend to acquire a company with an enterprise value significantly above thenet proceeds of this offering and the sale of the placement units. Depending on the size of the transaction orthe number of public shares we become obligated to redeem, we may potentially utilize several additionalfinancing sources, including but not limited to the issuance of additional securities to the sellers of a targetbusiness, debt issued by banks or other lenders or the owners of the target, a private placement to raiseadditional funds, or a combination of the foregoing. If we are unable to complete our initial businesscombination because we do not have sufficient funds available to us, we will be forced to cease operationsand liquidate the trust account. In addition, following our initial business combination, if cash on hand isinsufficient to meet our obligations or our working capital needs, we may need to obtain additional financing.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregatefair market value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination. Our board of directorswill make the determination as to the fair market value of our initial business combination. If our board ofdirectors is not able to independently determine the fair market value of our initial business combination, wewill obtain an opinion from an independent investment banking firm or another independent entity thatcommonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider itunlikely that our board of directors will not be able to make an independent determination of the fair marketvalue of our initial business combination, it may be unable to do so if it is less familiar or experienced withthe business of a particular target or if there is a significant amount of uncertainty as to the value of a target’sassets or prospects. If our securities are not listed on Nasdaq after this offering, we would not be required tosatisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if our securities are notlisted on Nasdaq at the time of our initial business combination.

We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equityinterests or assets of the target business or businesses, or (ii) in such a way so that the post-transactioncompany owns or acquires less than 100% of such interests or assets of the target business in order to meetcertain objectives of the target management team or stockholders, or for other reasons. However, we will onlycomplete an initial business combination if the post-transaction company owns or acquires 50% or more ofthe outstanding voting securities of the target or otherwise acquires a controlling interest in the targetsufficient for it not to be required to register as an investment company under the Investment Company Actof 1940, as amended, or the “Investment Company Act”. Even if the post-transaction company owns oracquires 50% or more of the voting securities of the target, our stockholders prior to the initial businesscombination may collectively own a minority interest in the post-transaction company, depending onvaluations ascribed to the target and us in the initial business combination. For example, we could pursue atransaction in which we issue a substantial number of new shares in exchange for all of the outstandingcapital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, asa result of the issuance of a substantial number of new shares, our stockholders immediately prior to

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our initial business combination could own less than a majority of our outstanding shares subsequent to ourinitial business combination. If less than 100% of the equity interests or assets of a target business orbusinesses are owned or acquired by the post-transaction company, the portion of such business or businessesthat is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% fair market valuetest. If the initial business combination involves more than one target business, the 80% fair market value testwill be based on the aggregate value of all of the transactions and we will treat the target businesses togetheras the initial business combination for purposes of a tender offer or for seeking stockholder approval, asapplicable.

Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a thorough due diligence reviewprocess that will encompass, among other things, a review of historical and projected financial and operatingdata, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets,discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We willalso utilize the expertise of our management team and advisors in analyzing financial services and FinTechcompanies, and evaluating operating projections, financial projections and determining the appropriate returnexpectations given the risk profile of the target business.

We are not prohibited from pursuing an initial business combination with a company that is affiliatedwith our sponsor, officers or directors. In the event we seek to complete our initial business combination witha company that is affiliated with our sponsor, officers or directors, we, or a committee of independentdirectors, will obtain an opinion from an independent investment banking firm or another independent entitythat commonly renders valuation opinions that our initial business combination is fair to our company from afinancial point of view.

Certain of our officers and directors presently have fiduciary or contractual obligations to other entitiespursuant to which such officer and director is or will be required to present a business combinationopportunity. Accordingly, if any of our officers or directors becomes aware of a business combinationopportunity which is suitable for an entity to which he or she has then-current fiduciary or contractualobligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractualobligations to present such opportunity to such entity. We believe, however, that the fiduciary duties orcontractual obligations of our officers or directors will not materially affect our ability to complete our initialbusiness combination. Our amended and restated certificate of incorporation will provide that we renounceour interest in any corporate opportunity offered to any officer or director unless such opportunity isexpressly offered to such person solely in his or her capacity as a director or officer of our company and suchopportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonablefor us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us withoutviolating another legal obligation.

Our officers have agreed not to become an officer or director of any other special purpose acquisitioncompany with a class of securities registered under the Securities Exchange Act of 1934, as amended, or theExchange Act, until we have entered into a definitive agreement regarding our initial business combination orwe have liquidated the trust account.

Corporate Information

Our executive offices are located at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of theAmericas, New York, NY 10105, and our telephone number is (646) 965-8218.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, asamended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or theJOBS Act. As such, we are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not emerging growth companiesincluding, but not limited to, not being required to comply with the auditor attestation requirements ofSection 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements, and exemptions from therequirements of holding a non-binding advisory vote on executive compensation and stockholder approval ofany golden parachute payments not previously approved. If some investors find our securities less attractiveas a result, there may be a less active trading market for our securities and the prices of our securities may bemore volatile.

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can takeadvantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act forcomplying with new or revised accounting standards. In other words, an emerging growth company can delaythe adoption of certain accounting standards until those standards would otherwise apply to privatecompanies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a)following the fifth anniversary of the completion of this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion (as adjusted for inflation from time to time), or (c) in which we are deemed tobe a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than$1.0 billion in non-convertible debt securities during the prior three-year period. References herein toemerging growth company will have the meaning associated with it in the JOBS Act.

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THE OFFERING

In deciding whether to invest in our securities, you should take into account not only the backgroundsof the members of our management team and advisor, but also the special risks we face as a blank checkcompany and the fact that this offering is not being conducted in compliance with Rule 419 promulgatedunder the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419blank check offerings. You should carefully consider these and the other risks set forth in the section of thisprospectus entitled “Risk Factors.”

Securities offered 22,000,000 units, at $10.00 per unit, each unit consisting of:

• one share of Class A common stock; and

• one half of one redeemable warrant.

Nasdaq symbols Units: “FSRVU”

Class A Common Stock: “FSRV”

Warrants: “FSRVW”

Trading commencement andseparation of Class A commonstock and warrants

The units will begin trading on or promptly after the date of thisprospectus. We expect the Class A common stock and warrantscomprising the units will begin separate trading on the 52nd dayfollowing the date of this prospectus unless Barclays Capital Inc.and Cantor Fitzgerald & Co. inform us of their decision to allowearlier separate trading, subject to our having filed the CurrentReport on Form 8-K described below and having issued a pressrelease announcing when such separate trading will begin. Oncethe shares of Class A common stock and warrants commenceseparate trading, holders will have the option to continue to holdunits or separate their units into the component securities. Holderswill need to have their brokers contact our transfer agent in orderto separate the units into shares of Class A common stock andwarrants. No fractional warrants will be issued upon separation ofthe units and only whole warrants will trade. Accordingly, unlessyou purchase at least two units, you will not be able to receive ortrade a whole warrant.

Separate trading of the Class Acommon stock and warrants isprohibited until we have filed aCurrent Report on Form 8-K

In no event will the Class A common stock and warrants be tradedseparately until we have filed a Current Report on Form 8-K withthe SEC containing an audited balance sheet reflecting our receiptof the gross proceeds at the closing of this offering. We will filethe Current Report on Form 8-K promptly after the closing of thisoffering, which is anticipated to take place three business daysfrom the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of suchCurrent Report on Form 8-K, a second or amended Current Reporton Form 8-K will be filed to provide updated financialinformation to reflect the exercise of the underwriters’ over-allotment option.

Units:

Number outstanding before thisoffering and the private placement

0

Number outstanding after thisoffering and the private placement

22,665,000(1)

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Common stock:

Number outstanding before thisoffering and the private placement

6,325,000 shares of Class B common stock(2)

Number outstanding after thisoffering and the private placement

28,165,000 shares of Class A common stock and Class B commonstock(1)(3)

Redeemable Warrants:

Number outstanding before this offeringand the private placement

0

Number of warrants to be outstandingafter this offering and the privateplacement

11,332,500(1)

Exercisability

Each whole warrant is exercisable to purchase one share of ourClass A common stock and only whole warrants are exercisable.

We structured each unit to contain one-half of one redeemablewarrant, with each whole warrant exercisable for one share ofClass A common stock, as compared to units issued by some othersimilar blank check companies which contain whole warrantsexercisable for one whole share, in order to reduce the dilutiveeffect of the warrants upon completion of an initial businesscombination as compared to units that each contain a warrant topurchase one whole share, thus making us, we believe, a moreattractive initial business combination partner for targetbusinesses.

Exercise price

$11.50 per share, subject to adjustment as described herein. Inaddition, if (x) we issue additional shares of Class A commonstock or equity-linked securities for capital raising purposes inconnection with the closing of our initial business combination atan issue price or effective issue price of less than $9.20 per shareof Class A common stock (with such issue price or effective issueprice to be determined in good faith by our board of directors and,in the case of any such issuance to our sponsor or its affiliates,without taking into account any founder shares held by oursponsor or such affiliates, as applicable, prior to such issuance)(the “Newly Issued Price”), (y) the aggregate gross proceeds fromsuch issuances represent more than 60% of the total equityproceeds, and interest thereon, available for the funding of ourinitial business combination on the date of the consummation ofour initial business combination (net of redemptions), and (z) thevolume weighted average trading price of our common stockduring the 20 trading day period starting on the trading day priorto the day on which we consummate our initial businesscombination (such price, the “Market Value”) is below $9.20per share, the exercise price of

____________

(1) Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our sponsor of 825,000founder shares. Our sponsor has agreed to purchase an aggregate of 665,000 placement units at a price of $10.00per unit for an aggregate purchase price of $6,650,000. Each placement unit will be identical to the units sold inthis offering, except as described in this prospectus. The placement units are not subject to forfeiture but will besubject to transfer restrictions as described in “Principal Stockholders — Transfers of Founder Shares andPlacement Units (including securities contained therein)”).

(2) Includes up to 825,000 shares that are subject to forfeiture by our sponsor depending on the extent to which theunderwriters’ over-allotment option is exercised.

(3) Comprised of 20,665,000 shares of Class A common stock and 5,500,000 shares of Class B common stock(or founder shares). The Class B common stock is convertible into shares of our Class A common stock on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion andanti-dilution rights.”

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the warrants will be adjusted (to the nearest cent) to be equal to115% of the higher of the Market Value and the Newly IssuedPrice, and the $18.00 per share redemption trigger price describedbelow under “Redemption of warrants” will be adjusted (to thenearest cent) to be equal to 180% of the higher of the MarketValue and the Newly Issued Price.

Exercise period

The warrants will become exercisable on the later of:

• 30 days after the completion of our initial businesscombination, or

• 12 months from the closing of this offering;

provided in each case that we have an effective registrationstatement under the Securities Act covering the shares of Class Acommon stock issuable upon exercise of the warrants and acurrent prospectus relating to them is available (or we permitholders to exercise their warrants on a cashless basis under thecircumstances specified in the warrant agreement).

We are not registering the shares of Class A common stockissuable upon exercise of the warrants at this time. However, wehave agreed that as soon as practicable, but in no event later than15 business days after the closing of our initial businesscombination, we will use our best efforts to file with the SEC aregistration statement covering the shares of Class A commonstock issuable upon exercise of the warrants, to cause suchregistration statement to become effective and to maintain acurrent prospectus relating to those shares of Class A commonstock until the warrants expire or are redeemed, as specified in thewarrant agreement. If a registration statement covering the sharesof Class A common stock issuable upon exercise of the warrantsis not effective by the 60th business day after the closing of ourinitial business combination, warrantholders may, until such timeas there is an effective registration statement and during anyperiod when we will have failed to maintain an effectiveregistration statement, exercise warrants on a “cashless basis” inaccordance with Section 3(a)(9) of the Securities Act or anotherexemption. If that exemption, or another exemption, is notavailable, holders will not be able to exercise their warrants on acashless basis.

The warrants will expire at 5:00 p.m., New York City time, fiveyears after the completion of our initial business combination orearlier upon redemption or liquidation. On the exercise of anywarrant, the warrant exercise price will be paid directly to us andnot placed in the trust account.

Redemption of warrants

Once the warrants become exercisable, we may redeem theoutstanding warrants (except as described herein with respect tothe placement warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice ofredemption given after the warrants become exercisable,which we refer to as the 30-day redemption period; and

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• if, and only if, the last sale price of our Class A common

stock equals or exceeds $18.00 per share (as adjusted forstock splits, stock dividends, reorganizations,recapitalizations and the like) for any 20 trading days withina 30-trading day period commencing once the warrantsbecome exercisable and ending on the third trading dayprior to the date on which we send the notice of redemptionto the warrantholders.

We will not redeem the warrants unless a registration statementunder the Securities Act covering the shares of Class A commonstock issuable upon exercise of the warrants is effective and acurrent prospectus relating to those shares of Class A commonstock is available throughout the 30-day redemption period,except if the warrants may be exercised on a cashless basis andsuch cashless exercise is exempt from registration under theSecurities Act. If and when the warrants become redeemable byus, we may not exercise our redemption right if the issuance ofshares of common stock upon exercise of the warrants is notexempt from registration or qualification under applicable stateblue sky laws or we are unable to effect such registration orqualification. We will use our best efforts to register or qualifysuch shares of common stock under the blue sky laws of the stateof residence in those states in which the warrants were offered byus in this offering.

If we call the warrants for redemption as described above, ourmanagement will have the option to require all holders that wishto exercise warrants to do so on a “cashless basis.” In determiningwhether to require all holders to exercise their warrants on a“cashless basis,” our management will consider, among otherfactors, our cash position, the number of warrants that areoutstanding and the dilutive effect on our stockholders of issuingthe maximum number of shares of Class A common stockissuable upon the exercise of our warrants. In such event, eachholder would pay the exercise price by surrendering the warrantsfor that number of shares of Class A common stock equal to thequotient obtained by dividing (x) the product of the number ofshares of Class A common stock underlying the warrants,multiplied by the difference between the exercise price of thewarrants and the “fair market value” (defined below) by (y) thefair market value. The “fair market value” shall mean the averagereported last sale price of the Class A common stock for the 10trading days ending on the third trading day prior to the date onwhich the notice of redemption is sent to the holders of warrants.

Please see the section of this prospectus entitled “Description ofSecurities — Redeemable Warrants — Public Stockholders’Warrants” for additional information.

None of the placement warrants will be redeemable by us so longas they are held by the sponsor or its permitted transferees.

Founder shares

In August 2019, our sponsor purchased 5,750,000 founder sharesfor an aggregate purchase price of $25,000, or approximately$0.004 per share. On October 31, 2019, we effected a 1.1 for 1stock dividend for each share of Class B common stockoutstanding, resulting in our sponsor holding an aggregate of6,325,000 founder shares (up to 825,000 shares of which aresubject to forfeiture depending on the extent to which theunderwriters’ over-allotment option is exercised). Prior to theinitial investment in the company of $25,000 by our sponsor, thecompany had no assets, tangible or intangible. The per sharepurchase price of the founder shares was determined by dividingthe amount of cash contributed to the company by the aggregatenumber of founder shares issued.

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The number of founder shares issued was determined based on theexpectation that the founder shares would represent 20% of theoutstanding shares after this offering (excluding the placementunits and underlying securities). As such, our initial stockholderswill collectively own approximately 21.9% of our issued andoutstanding shares after this offering (including the placementshares and assuming they do not purchase any units in thisoffering). Neither our sponsor nor any of our officers, directors oradvisor have expressed an intention to purchase any units in thisoffering. Up to 825,000 founder shares will be subject to forfeitureby our sponsor depending on the extent to which the underwriters’over-allotment option is exercised so that our initial stockholderswill maintain ownership of 20% of our common stock after thisoffering (excluding the placement units and underlying securities).We will effect a stock dividend or share contribution prior to thisoffering should the size of the offering change, in order tomaintain such ownership percentage.

The founder shares are identical to the shares of Class A commonstock included in the units being sold in this offering, except that:

• the founder shares are shares of Class B common stock thatautomatically convert into shares of our Class A commonstock at the time of our initial business combination on aone-for-one basis, subject to adjustment pursuant to certainanti-dilution rights, as described herein;

• the founder shares are subject to certain transfer restrictions,as described in more detail below;

• our sponsor, officers and directors have entered into a letteragreement with us, pursuant to which they have agreed to(i) waive their redemption rights with respect to theirfounder shares and public shares in connection with thecompletion of our initial business combination, (ii) waivetheir redemption rights with respect to their founder sharesand public shares in connection with a stockholder vote toapprove an amendment to our amended and restatedcertificate of incorporation (A) to modify the substance ortiming of our obligation to allow redemption in connectionwith our initial business combination or to redeem 100% ofour public shares if we do not complete our initial businesscombination within 24 months from the closing of thisoffering or (B) with respect to any other provision relatingto stockholders’ rights or pre-initial business combinationactivity and (iii) waive their rights to liquidatingdistributions from the trust account with respect to theirfounder shares if we fail to complete our initial businesscombination within 24 months from the closing of thisoffering, although they will be entitled to liquidatingdistributions from the trust account with respect to anypublic shares they hold if we fail to complete our initialbusiness combination within the prescribed time frame.

• pursuant to the letter agreement, our sponsor, officers and

directors have agreed to vote any founder shares andplacement shares held by them and any public sharespurchased during or after this offering (including in openmarket and privately negotiated transactions) in favor of ourinitial business combination. If we submit our initialbusiness combination to our public stockholders for a vote,we will complete our initial business combination only if amajority of the outstanding shares of common stock votedare voted in favor of the initial

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business combination. As a result, in addition to our initialstockholders’ founder shares and placement shares, wewould need only 7,917,501, or 36.0%, of the 22,000,000public shares sold in this offering to be voted in favor of aninitial business combination (assuming all outstandingshares are voted) in order to have our initial businesscombination approved (assuming the over-allotment optionis not exercised); and

• the founder shares are entitled to registration rights.

Transfer restrictions on founder shares

Our initial stockholders have agreed not to transfer, assign or sellany of their founder shares until the earlier to occur of: (A) oneyear after the completion of our initial business combination or(B) subsequent to our initial business combination, (x) if the lastsale price of our Class A common stock equals or exceeds $12.00per share (as adjusted for stock splits, stock dividends,reorganizations, recapitalizations and the like) for any 20 tradingdays within any 30-trading day period commencing at least 150days after our initial business combination, or (y) the date onwhich we complete a liquidation, merger, capital stock exchangeor other similar transaction that results in all of our stockholdershaving the right to exchange their shares of common stock forcash, securities or other property (except as described herein underthe section of this prospectus entitled “Principal Stockholders —Restrictions on Transfers of Founder Shares and PlacementUnits”). Any permitted transferees will be subject to the samerestrictions and other agreements of our initial stockholders withrespect to any founder shares. We refer to such transferrestrictions throughout this prospectus as the lock-up.

Founder shares conversion and anti-dilution rights

The shares of Class B common stock will automatically convertinto shares of our Class A common stock at the time of our initialbusiness combination on a one-for-one basis, subject toadjustment for stock splits, stock dividends, reorganizations,recapitalizations and the like, and subject to further adjustment asprovided herein. In the case that additional shares of Class Acommon stock, or equity-linked securities, are issued or deemedissued in excess of the amounts offered in this prospectus andrelated to the closing of the initial business combination, the ratioat which shares of Class B common stock shall convert into sharesof Class A common stock will be adjusted (unless the holders of amajority of the outstanding shares of Class B common stock agreeto waive such adjustment with respect to any such issuance ordeemed issuance) so that the number of shares of Class Acommon stock issuable upon conversion of all shares of Class Bcommon stock will equal, in the aggregate, on an as-convertedbasis, 20% of the sum of the total number of all shares of commonstock outstanding upon the completion of this offering (excludingthe placement units and underlying securities) plus all shares ofClass A common stock and equity-linked securities issued ordeemed issued in connection with the initial business combination(excluding any shares or equity-linked securities issued, or to beissued, to any seller in the initial business combination or anyprivate placement-equivalent warrants issued to our sponsor or itsaffiliates upon conversion of loans made to us). The term “equity-linked securities” refers to any debt or equity securities that areconvertible, exercisable or exchangeable for shares of Class Acommon stock issued in a financing transaction in connection withour initial business combination, including but not limited to aprivate placement of equity or debt. Securities could be “deemedissued” for purposes of the conversion rate adjustment if suchshares are issuable upon the conversion or exercise of convertiblesecurities, warrants or similar securities.

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Voting Rights Holders of the Class A common stock and holders of the Class Bcommon stock will vote together as a single class on all matterssubmitted to a vote of our stockholders, with each share ofcommon stock entitling the holder to one vote.

Placement units

Our sponsor has agreed to purchase an aggregate of 665,000placement units at a price of $10.00 per unit for an aggregatepurchase price of $6,650,000. Each placement unit is identical tothe units offered by this prospectus except as described below.There will be no redemption rights or liquidating distributionsfrom the trust account with respect to the founder shares,placement shares or placement warrants, which will expireworthless if we do not consummate a business combination withinthe allotted 24 month period. Our initial stockholders have agreedto waive their redemption rights with respect to their placementshares (i) in connection with the consummation of a businesscombination, (ii) in connection with a stockholder vote to amendour amended and restated certificate of incorporation to modifythe substance or timing of our obligation to allow redemption inconnection with our initial business combination, to redeem 100%of our public shares if we do not complete our initial businesscombination within 24 months from the completion of thisoffering or with respect to any other provision relating tostockholders’ rights or pre-initial business combination activityand (iii) if we fail to consummate a business combination within24 months from the completion of this offering or if we liquidateprior to the expiration of the 24 month period. However, our initialstockholders will be entitled to redemption rights with respect toany public shares held by them if we fail to consummate abusiness combination or liquidate within the 24 month period.

Transfer restrictions on placement units

The placement units and their component securities will not betransferable, assignable or salable until 30 days after theconsummation of our initial business combination except topermitted transferees.

Redeemability and exercise ofplacement warrants

The placement warrants will be non-redeemable and exercisableon a cashless basis so long as they are held by our sponsor or itspermitted transferees. If the placement units are held by someoneother than our sponsor or its permitted transferees, the placementwarrants will be redeemable by us and exercisable by such holderson the same basis as the warrants included in the units being soldin this offering. If holders of placement warrants elect to exercisethem on a cashless basis, they would pay the exercise price bysurrendering their warrants for that number of shares of Class Acommon stock equal to the quotient obtained by dividing (x) theproduct of the number of shares of Class A common stockunderlying the warrants, multiplied by the difference between theexercise price of the warrants and the “fair market value” (definedbelow) by (y) the fair market value. The “fair market value” shallmean the average reported last sale price of the Class A commonstock for the 10 trading days ending on the third trading day priorto the date on which the notice of warrant exercise is sent to thewarrant agent. The reason that we have agreed that these warrantswill be exercisable on a cashless basis so long as they are held bythe sponsor or its permitted transferees is because it is not knownat this time whether they will be affiliated with us following aninitial business combination. If they remain affiliated with us,their ability to sell our securities in the open market will besignificantly limited. We expect to have policies in place that

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prohibit insiders from selling our securities except during specificperiods of time. Even during such periods of time when insiderswill be permitted to sell our securities, an insider cannot trade inour securities if he or she is in possession of material non-publicinformation.

Accordingly, unlike public stockholders who could sell the sharesof Class A common stock issuable upon exercise of the warrantsfreely in the open market, the insiders could be significantlyrestricted from doing so. As a result, we believe that allowing theholders to exercise such warrants on a cashless basis isappropriate.

Proceeds to be held in trust account

Nasdaq rules provide that at least 90% of the gross proceeds fromthis offering and the sale of the placement units be deposited in atrust account. Of the net proceeds of this offering and the sale ofthe placement units, $220,000,000, or $10.00 per unit($253,000,000, or $10.00 per unit, if the underwriters’ over-allotment option is exercised in full) will be placed into a trustaccount in the United States at J.P. Morgan Chase Bank, N.A.,with Continental Stock Transfer & Trust Company acting astrustee. These proceeds include $7,700,000 (or $9,515,000 if theunderwriters’ over-allotment option is exercised in full) indeferred underwriting commissions.

Except with respect to interest earned on the funds held in thetrust account that may be released to us to pay our tax obligationsand $100,000 of interest for our dissolution expenses, theproceeds from this offering and the sale of the placement unitswill not be released from the trust account until the earliest of (a)the completion of our initial business combination, (b) theredemption of any public shares properly submitted in connectionwith a stockholder vote to amend our amended and restatedcertificate of incorporation (i) to modify the substance or timingof our obligation to allow redemption in connection with ourinitial business combination or to redeem 100% of our publicshares if we do not complete our initial business combinationwithin 24 months from the closing of this offering or (ii) withrespect to any other provision relating to stockholders’ rights orpre-business combination activity, and (c) the redemption of ourpublic shares if we are unable to complete our initial businesscombination within 24 months from the closing of this offering,subject to applicable law. The proceeds deposited in the trustaccount could become subject to the claims of our creditors, ifany, which could have priority over the claims of our publicstockholders.

Anticipated expenses and funding sources

Except as described above with respect to the payment of taxes,unless and until we complete our initial business combination, noproceeds held in the trust account will be available for our use.The proceeds held in the trust account will be invested only inU.S. government securities with a maturity of 180 days or less orin money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in directU.S. government treasury obligations. We will disclose in eachquarterly and annual report filed with the SEC prior to our initialbusiness combination whether the proceeds deposited in the trustaccount are invested in U.S. government treasury obligations ormoney market funds or a combination thereof. Based upon currentinterest rates, we expect the trust account to generateapproximately $3,080,000 of pre-tax interest annually assumingan interest rate of 1.4% per year; however, we can provide noassurances regarding this amount.

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Unless and until we complete our initial business combination, wemay pay our expenses only from:

• the net proceeds of this offering and the sale of theplacement units not held in the trust account, which will beapproximately $1,500,000 in working capital after thepayment of approximately $750,000 in expenses relating tothis offering; and

• any loans or additional investments from our sponsor,members of our management team or their affiliates or otherthird parties, although they are under no obligation toadvance funds or invest in us, and provided that any suchloans will not have any claim on the proceeds held in thetrust account unless such proceeds are released to us uponcompletion of an initial business combination.

Conditions to completing our initialbusiness combination

Nasdaq rules require that we must complete one or more businesscombinations having an aggregate fair market value of at least80% of the value of the assets held in the trust account (excludingthe deferred underwriting commissions and taxes payable on theinterest earned on the trust account) at the time of our signing adefinitive agreement in connection with our initial businesscombination. Our board of directors will make the determinationas to the fair market value of our initial business combination. Ifour board of directors is not able to independently determine thefair market value of our initial business combination, we willobtain an opinion from an independent investment banking firm oranother independent entity that commonly renders valuationopinions with respect to the satisfaction of such criteria. While weconsider it unlikely that our board of directors will not be able tomake an independent determination of the fair market value of ourinitial business combination, it may be unable to do so if it is lessfamiliar or experienced with the business of a particular target orif there is a significant amount of uncertainty as to the value of atarget’s assets or prospects. There is no limitation on our ability toraise funds privately, or through loans in connection with ourinitial business combination. If our securities are not listed onNasdaq after this offering, we would not be required to satisfy the80% requirement. However, we intend to satisfy the 80%requirement even if our securities are not listed on Nasdaq at thetime of our initial business combination.

We anticipate structuring our initial business combination either(i) in such a way so that the post-transaction company in whichour public stockholders own shares will own or acquire 100% ofthe equity interests or assets of the target business or businesses,or (ii) in such a way so that the post-transaction company owns oracquires less than 100% of such interests or assets of the targetbusiness in order to meet certain objectives of the targetmanagement team or stockholders, or for other reasons. However,we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of theoutstanding voting securities of the target or otherwise acquires acontrolling interest in the target sufficient for it not to be requiredto register as an investment company under the InvestmentCompany Act.

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Even if the post-transaction company owns or acquires 50% ormore of the voting securities of the target, our stockholders priorto the initial business combination may collectively own aminority interest in the post-transaction company, depending onvaluations ascribed to the target and us in the initial businesscombination. For example, we could pursue a transaction in whichwe issue a substantial number of new shares in exchange for all ofthe outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in thetarget. However, as a result of the issuance of a substantial numberof new shares, our stockholders immediately prior to our initialbusiness combination could own less than a majority of ouroutstanding shares subsequent to our initial business combination.If less than 100% of the equity interests or assets of a targetbusiness or businesses are owned or acquired by the post-transaction company, the portion of such business or businessesthat is owned or acquired is what will be taken into account forpurposes of Nasdaq’s 80% fair market value test. If the initialbusiness combination involves more than one target business, the80% fair market value test will be based on the aggregate value ofall of the transactions and we will treat the target businessestogether as the initial business combination for purposes of atender offer or for seeking stockholder approval, as applicable.

Permitted purchases of public shares andpublic warrants by our affiliates

If we seek stockholder approval of our initial businesscombination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offerrules, our sponsor, initial stockholders, directors, officers, advisorsor their affiliates may purchase shares or public warrants inprivately negotiated transactions or in the open market either priorto or following the completion of our initial business combination.There is no limit on the number of shares our initial stockholders,directors, officers, advisors or their affiliates may purchase in suchtransactions, subject to compliance with applicable law andNasdaq rules. However, (apart from the purchase of the placementunits) they have no current commitments, plans or intentions toengage in such transactions and have not formulated any terms orconditions for any such transactions. If they engage in suchtransactions, they will not make any such purchases when they arein possession of any material nonpublic information not disclosedto the seller or if such purchases are prohibited by Regulation Munder the Securities Exchange Act of 1934, as amended (the“Exchange Act”). We do not currently anticipate that suchpurchases, if any, would constitute a tender offer subject to thetender offer rules under the Exchange Act or a going-privatetransaction subject to the going-private rules under the ExchangeAct; however, if the purchasers determine at the time of any suchpurchases that the purchases are subject to such rules, thepurchasers will comply with such rules. Any such purchases willbe reported pursuant to Section 13 and Section 16 of the ExchangeAct to the extent such purchasers are subject to such reportingrequirements.

None of the funds held in the trust account will be used topurchase shares or public warrants in such transactions prior tocompletion of our initial business combination. See “ProposedBusiness — Permitted purchases of our securities” for adescription of how our sponsor, initial stockholders, directors,officers, advisors or any of their affiliates will select whichstockholders to purchase securities from in any privatetransaction.

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The purpose of any such purchases of shares could be to vote suchshares in favor of the initial business combination and therebyincrease the likelihood of obtaining stockholder approval of theinitial business combination or to satisfy a closing condition in anagreement with a target that requires us to have a minimum networth or a certain amount of cash at the closing of our initialbusiness combination, where it appears that such requirementwould otherwise not be met. The purpose of any such purchasesof public warrants could be to reduce the number of publicwarrants outstanding or to vote such warrants on any matterssubmitted to the warrant holders for approval in connection withour initial business combination. Any such purchases of oursecurities may result in the completion of our initial businesscombination that may not otherwise have been possible. Inaddition, if such purchases are made, the public “float” of ourshares of Class A common stock or warrants may be reduced andthe number of beneficial holders of our securities may be reduced,which may make it difficult to maintain or obtain the quotation,listing or trading of our securities on a national securitiesexchange.

Redemption rights for publicstockholders upon completion of ourinitial business combination

We will provide our public stockholders with the opportunity toredeem all or a portion of their public shares upon the completionof our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trustaccount as of two business days prior to the consummation of ourinitial business combination, including interest earned on thefunds held in the trust account and not previously released to us topay our taxes, divided by the number of then outstanding publicshares, subject to the limitations described herein. The amount inthe trust account is initially anticipated to be $10.00 per publicshare. The per-share amount we will distribute to investors whoproperly redeem their shares will not be reduced by the deferredunderwriting commissions we will pay to the underwriters. Theredemption rights will include the requirement that a beneficialholder must identify itself in order to validly redeem its shares.There will be no redemption rights upon the completion of ourinitial business combination with respect to our warrants. Oursponsor, officers and directors have entered into a letter agreementwith us, pursuant to which they have agreed to waive theirredemption rights with respect to any founder shares andplacement shares held by them and any public shares they mayacquire during or after this offering in connection with thecompletion of our initial business combination or otherwise.

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Manner of conducting redemptions

We will provide our public stockholders with the opportunity toredeem all or a portion of their public shares upon the completionof our initial business combination either (i) in connection with astockholder meeting called to approve the initial businesscombination or (ii) by means of a tender offer. The decision as towhether we will seek stockholder approval of a proposed initialbusiness combination or conduct a tender offer will be made byus, solely in our discretion, and will be based on a variety offactors such as the timing of the transaction and whether the termsof the transaction would require us to seek stockholder approvalunder the law or stock exchange listing requirements. UnderNasdaq rules, asset acquisitions and stock purchases would nottypically require stockholder approval while direct mergers withour company where we do not survive and any transactions wherewe issue more than 20% of our outstanding common stock or seekto amend our amended and restated certificate of incorporationwould require stockholder approval. We may conduct redemptionswithout a stockholder vote pursuant to the tender offer rules of theSEC unless stockholder approval is required by law or stockexchange listing requirements or we choose to seek stockholderapproval for business or other legal reasons. So long as we obtainand maintain a listing for our securities on Nasdaq, we will berequired to comply with such rules.

If a stockholder vote is not required and we do not decide to holda stockholder vote for business or other legal reasons, we will,pursuant to our amended and restated certificate of incorporation:

• conduct the redemptions pursuant to Rule 13e-4 andRegulation 14E of the Exchange Act, which regulate issuertender offers, and

• file tender offer documents with the SEC prior to completingour initial business combination which contain substantiallythe same financial and other information about the initialbusiness combination and the redemption rights as isrequired under Regulation 14A of the Exchange Act, whichregulates the solicitation of proxies.

Such provisions may be amended if approved by holders of 65%of our common stock entitled to vote thereon.

Whether or not we maintain our registration under the ExchangeAct or our listing on Nasdaq, we will provide our publicstockholders with the opportunity to redeem their public shares byone of the two methods listed above. Upon the publicannouncement of our initial business combination, if we elect toconduct redemptions pursuant to the tender offer rules, we or oursponsor will terminate any plan established in accordance withRule 10b5-1 to purchase shares of our Class A common stock inthe open market, in order to comply with Rule 14e-5 under theExchange Act.

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In the event we conduct redemptions pursuant to the tender offerrules, our offer to redeem will remain open for at least 20 businessdays, in accordance with Rule 14e-1(a) under the Exchange Act,and we will not be permitted to complete our initial businesscombination until the expiration of the tender offer period. Inaddition, the tender offer will be conditioned on publicstockholders not tendering more than a specified number of publicshares, which number will be based on the requirement that wewill only redeem our public shares so long as (after suchredemption) our net tangible assets will be at least $5,000,001either immediately prior to or upon consummation of our initialbusiness combination and after payment of underwriters’ fees andcommissions (so that we are not subject to the SEC’s “pennystock” rules) or any greater net tangible asset or cash requirementwhich may be contained in the agreement relating to our initialbusiness combination. If public stockholders tender more sharesthan we have offered to purchase, we will withdraw the tenderoffer and not complete the initial business combination.

If, however, stockholder approval of the transaction is required bylaw or stock exchange listing requirements, or we decide to obtainstockholder approval for business or other legal reasons, we will:

• conduct the redemptions in conjunction with a proxysolicitation pursuant to Regulation 14A of the ExchangeAct, which regulates the solicitation of proxies, and notpursuant to the tender offer rules, and

• file proxy materials with the SEC.

If we seek stockholder approval, we will complete our initialbusiness combination only if a majority of the outstanding sharesof common stock voted are voted in favor of the initial businesscombination. A quorum for such meeting will consist of theholders present in person or by proxy of shares of outstandingcapital stock of the company representing a majority of the votingpower of all outstanding shares of capital stock of the companyentitled to vote at such meeting. Our initial stockholders willcount towards this quorum and, pursuant to the letter agreement,our sponsor, officers and directors have agreed to vote theirfounder shares, placement shares and any public shares purchasedduring or after this offering (including in open market andprivately negotiated transactions) in favor of our initial businesscombination. For purposes of seeking approval of the majority ofour outstanding shares of common stock voted, non-votes willhave no effect on the approval of our initial business combinationonce a quorum is obtained. As a result, in addition to our initialstockholders’ founder shares and placement shares, we wouldneed only 7,917,501, or 36.0%, of the 22,000,000 public sharessold in this offering to be voted in favor of an initial businesscombination (assuming all outstanding shares are voted) in orderto have our initial business combination approved (assuming theover-allotment option is not exercised).

We intend to give approximately 30 days (but not less than 10days nor more than 60 days) prior written notice of any suchmeeting, if required, at which a vote shall be taken to approve ourinitial business combination. These quorum and voting thresholds,and the voting agreements of our initial stockholders, may make itmore likely that we will consummate our initial businesscombination. Each public stockholder may elect to redeem itspublic shares irrespective of whether they vote for or against theproposed transaction.

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We may require our public stockholders seeking to exercise theirredemption rights, whether they are record holders or hold theirshares in “street name,” to either tender their certificates to ourtransfer agent prior to the date set forth in the tender offerdocuments mailed to such holders, or up to two business daysprior to the vote on the proposal to approve the initial businesscombination in the event we distribute proxy materials, or todeliver their shares to the transfer agent electronically. We believethat this will allow our transfer agent to efficiently process anyredemptions without the need for further communication or actionfrom the redeeming public stockholders, which could delayredemptions and result in additional administrative cost. If theproposed initial business combination is not approved and wecontinue to search for a target company, we will promptly returnany certificates delivered, or shares tendered electronically, bypublic stockholders who elected to redeem their shares.

Our amended and restated certificate of incorporation will providethat we will only redeem our public shares so long as (after suchredemption) our net tangible assets will be at least $5,000,001either immediately prior to or upon consummation of our initialbusiness combination and after payment of underwriters’ fees andcommissions (so that we are not subject to the SEC’s “pennystock” rules) or any greater net tangible asset or cash requirementwhich may be contained in the agreement relating to our initialbusiness combination. For example, the proposed initial businesscombination may require: (i) cash consideration to be paid to thetarget or its owners, (ii) cash to be transferred to the target forworking capital or other general corporate purposes or (iii) theretention of cash to satisfy other conditions in accordance with theterms of the proposed initial business combination. In the eventthe aggregate cash consideration we would be required to pay forall shares of Class A common stock that are validly submitted forredemption plus any amount required to satisfy cash conditionspursuant to the terms of the proposed initial business combinationexceed the aggregate amount of cash available to us, we will notcomplete the initial business combination or redeem any shares,and all shares of Class A common stock submitted for redemptionwill be returned to the holders thereof.

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Limitation on redemption rights ofstockholders holding 15% or more ofthe shares sold in this offering if wehold stockholder vote

Notwithstanding the foregoing redemption rights, if we seekstockholder approval of our initial business combination and wedo not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended andrestated certificate of incorporation will provide that a publicstockholder, together with any affiliate of such stockholder or anyother person with whom such stockholder is acting in concert oras a “group” (as defined under Section 13 of the Exchange Act),will be restricted from redeeming its shares with respect to morethan an aggregate of 15% of the shares sold in this offering,without our prior consent. We believe the restriction describedabove will discourage stockholders from accumulating largeblocks of shares, and subsequent attempts by such holders to usetheir ability to redeem their shares as a means to force us or ourmanagement to purchase their shares at a significant premium tothe then-current market price or on other undesirable terms.Absent this provision, a public stockholder holding more than anaggregate of 15% of the shares sold in this offering could threatento exercise its redemption rights against an initial businesscombination if such holder’s shares are not purchased by us or ourmanagement at a premium to the then-current market price or onother undesirable terms. By limiting our stockholders’ ability toredeem to no more than 15% of the shares sold in this offering, webelieve we will limit the ability of a small group of stockholdersto unreasonably attempt to block our ability to complete our initialbusiness combination, particularly in connection with an initialbusiness combination with a target that requires as a closingcondition that we have a minimum net worth or a certain amountof cash. However, we would not be restricting our stockholders’ability to vote all of their shares (including all shares held by thosestockholders that hold more than 15% of the shares sold in thisoffering) for or against our initial business combination.

Redemption rights in connection withproposed amendments to ourcertificate of incorporation

Our amended and restated certificate of incorporation providesthat any of its provisions related to pre-business combinationactivity (including the requirement to deposit proceeds of thisoffering and the private placement of warrants into the trustaccount and not release such amounts except in specifiedcircumstances, and to provide redemption rights to publicstockholders as described herein) may be amended if approved byholders of 65% of our common stock entitled to vote thereon, andcorresponding provisions of the trust agreement governing therelease of funds from our trust account may be amended ifapproved by holders of 65% of our common stock entitled to votethereon. In all other instances, our amended and restatedcertificate of incorporation may be amended by holders of amajority of our outstanding common stock entitled to votethereon, subject to applicable provisions of the Delaware GeneralCorporation Law, or DGCL, or applicable stock exchange rules.

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Under our amended and restated certificate of incorporation, wemay not issue additional securities that can vote on amendmentsto our amended and restated certificate of incorporation or on ourinitial business combination or that would entitle holders thereofto receive funds from the trust account. Our initial stockholders,who will collectively beneficially own approximately 21.9% ofour common stock upon the closing of this offering (including theplacement shares and assuming they do not purchase any units inthis offering), will participate in any vote to amend our amendedand restated certificate of incorporation and/or trust agreement andwill have the discretion to vote in any manner they choose. Oursponsor, executive officers, and directors have agreed, pursuant toa written agreement with us, that they will not propose anyamendment to our amended and restated certificate ofincorporation (i) to modify the substance or timing of ourobligation to allow holders to redeem their shares in connectionwith an initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial businesscombination within 24 months from the closing of this offering or(ii) with respect to any other provision relating to stockholders’rights or pre-business combination activity, unless we provide ourpublic stockholders with the opportunity to redeem their shares ofClass A common stock upon approval of any such amendment at aper-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account, including interest (whichinterest shall be net of taxes payable) divided by the number ofthen outstanding public shares. Our sponsor, officers and directorshave entered into a letter agreement with us pursuant to whichthey have agreed to waive their redemption rights with respect toany founder shares and placement shares and any public sharesheld by them in connection with the completion of our initialbusiness combination.

Release of funds in trust account onclosing of our initial businesscombination

On the completion of our initial business combination, the fundsheld in the trust account will be used to pay amounts due to anypublic stockholders who exercise their redemption rights asdescribed above under “Redemption rights for public stockholdersupon completion of our initial business combination.” We will usethe remaining funds to pay the underwriters their deferredunderwriting commissions, to pay all or a portion of theconsideration payable to the target or owners of the target of ourinitial business combination and to pay other expenses associatedwith our initial business combination. If our initial businesscombination is paid for using equity or debt securities, or not allof the funds released from the trust account are used for paymentof the consideration in connection with our initial businesscombination, we may apply the balance of the cash released to usfrom the trust account for general corporate purposes, includingfor maintenance or expansion of operations of post-transactionbusinesses, the payment of principal or interest due onindebtedness incurred in completing our initial businesscombination, to fund the purchase of other companies or forworking capital.

Redemption of public shares anddistribution and liquidation if no initialbusiness combination

Our amended and restated certificate of incorporation providesthat we will have only 24 months from the closing of this offeringto complete our initial business combination. If we are unable tocomplete our initial business combination within such 24-monthperiod, we will: (i) cease all operations except for the purpose ofwinding up, (ii) as promptly as reasonably possible but not morethan

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ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account including interest earned on thefunds held in the trust account and not previously released to us topay our taxes (less up to $100,000 of interest to pay dissolutionexpenses), divided by the number of then outstanding publicshares, which redemption will completely extinguish publicstockholders’ rights as stockholders (including the right to receivefurther liquidating distributions, if any), subject to applicable law,and (iii) as promptly as reasonably possible following suchredemption, subject to the approval of our remaining stockholdersand our board of directors, dissolve and liquidate, subject in thecase of clauses (ii) and (iii) above to our obligations underDelaware law to provide for claims of creditors and therequirements of other applicable law. There will be no redemptionrights or liquidating distributions with respect to our warrants,which will expire worthless if we fail to complete our initialbusiness combination within the 24-month time period.

Our sponsor, officers and directors have entered into a letteragreement with us pursuant to which they have agreed to waivetheir redemption rights with respect to any founder shares andplacement shares if we are forced to liquidate. The underwriterhas agreed to waive its rights to their deferred underwritingcommission in the event we do not complete our initial businesscombination and subsequently liquidate and, in such event, thedeferred fees will be included with the funds held in the trustaccount that will be available to fund the redemption of our publicshares.

Limited payments to insiders

There will be no finder’s fees, reimbursement, consulting fee,non-cash payments, monies in respect of any payment of a loan orother compensation paid by us to our sponsor, officers, directorsor advisors or any affiliate of our sponsor, officers, directors oradvisors prior to, or in connection with any services rendered inorder to effectuate, the consummation of our initial businesscombination (regardless of the type of transaction that it is).However, the following payments will be made to our sponsor,officers, directors or advisors, or our or their affiliates, none ofwhich will be made from the proceeds of this offering held in thetrust account prior to the completion of our initial businesscombination:

• Repayment of up to an aggregate of $300,000 in loans madeto us by our sponsor to cover offering-related andorganizational expenses;

• Payment to our sponsor of $10,000 per month, for up to 24months, for office space, utilities and secretarial andadministrative support;

• Reimbursement for any out-of-pocket expenses related toidentifying, investigating and completing an initial businesscombination; and

• Repayment of loans which may be made by our sponsor oran affiliate of our sponsor or certain of our officers anddirectors to finance transaction costs in connection with anintended initial business combination, the terms of whichhave not been determined nor have any written agreementsbeen executed with respect thereto. Up to $1,500,000 ofsuch loans may be convertible into units, at a price of$10.00 per unit at the option of the lender, uponconsummation of our initial business combination. The unitswould be identical to the placement units.

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Our audit committee will review on a quarterly basis all paymentsthat were made to our sponsor, officers, directors, advisors or ouror their affiliates.

Audit Committee

We will establish and maintain an audit committee, which will becomposed entirely of independent directors to, among otherthings, monitor compliance with the terms described above andthe other terms relating to this offering. If any noncompliance isidentified, then the audit committee will be charged with theresponsibility to immediately take all action necessary to rectifysuch noncompliance or otherwise to cause compliance with theterms of this offering. For more information, see the section ofthis prospectus entitled “Management — Committees of theBoard of Directors — Audit Committee.”

Indemnity

Our sponsor has agreed that it will be liable to us if and to theextent any claims by a third party for services rendered orproducts sold to us, or a prospective target business with which wehave entered into a written letter of intent, confidentiality orsimilar agreement or business combination agreement, reduce theamount of funds in the trust account to below the lesser of (i)$10.00 per public share and (ii) the actual amount per public shareheld in the trust account as of the date of the liquidation of thetrust account, if less than $10.00 per share due to reductions in thevalue of the trust assets, less taxes payable, provided that suchliability will not apply to any claims by a third party orprospective target business who executed a waiver of any and allrights to the monies held in the trust account (whether or not suchwaiver is enforceable) nor will it apply to any claims under ourindemnity of the underwriters of this offering against certainliabilities, including liabilities under the Securities Act. However,we have not asked our sponsor to reserve for such indemnificationobligations, nor have we independently verified whether oursponsor has sufficient funds to satisfy its indemnity obligationsand believe that our sponsor’s only assets are securities of ourcompany. Therefore, we cannot assure you that our sponsor wouldbe able to satisfy those obligations. None of our officers ordirectors will indemnify us for claims by third parties including,without limitation, claims by vendors and prospective targetbusinesses.

RISKS

We are a newly formed company that has conducted no operations and has generated no revenues. Untilwe complete our initial business combination, we will have no operations and will generate no operatingrevenues. In making your decision whether to invest in our securities, you should take into account not onlythe background of our management team and advisor, but also the special risks we face as a blank checkcompany. This offering is not being conducted in compliance with Rule 419 promulgated under the SecuritiesAct. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blankcheck offerings. For additional information concerning how Rule 419 blank check offerings differ from thisoffering, please see the section of this prospectus entitled “Proposed Business — Comparison of ThisOffering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these andthe other risks set forth in the section of this prospectus entitled “Risk Factors” beginning on page 28 of thisprospectus.

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SUMMARY FINANCIAL DATA

The following table summarizes the relevant financial data for our business and should be read with ourfinancial statements, which are included in this prospectus. We have not had any significant operations todate, so only balance sheet data is presented.

August 23,

2019 September 30,

2019

(Audited) (Unaudited)

Balance Sheet Data: Working capital (deficiency) $ (18,700) $ (107,383)Total assets $ 42,700 $ 132,091 Total liabilities $ 18,700 $ 108,091 Stockholder’s equity $ 24,000 $ 24,000

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of therisks described below, together with the other information contained in this prospectus, before making adecision to invest in our units. If any of the following events occur, our business, financial condition andoperating results may be materially adversely affected. In that event, the trading price of our securities coulddecline, and you could lose all or part of your investment.

We are a newly formed company with no operating history and no revenues, and you have no basis onwhich to evaluate our ability to achieve our business objective.

We are a newly formed company with no operating results, and we will not commence operations untilobtaining funding through this offering. Because we lack an operating history, you have no basis upon which toevaluate our ability to achieve our business objective of completing our initial business combination with one ormore target businesses. We have no plans, arrangements or understandings with any prospective target businessconcerning an initial business combination and may be unable to complete our initial business combination. Ifwe fail to complete our initial business combination, we will never generate any operating revenues.

Our public stockholders may not be afforded an opportunity to vote on our proposed initial businesscombination, which means we may complete our initial business combination even though a majority ofour public stockholders do not support such a combination.

We may choose not to hold a stockholder vote to approve our initial business combination unless theinitial business combination would require stockholder approval under applicable law or stock exchange listingrequirements or if we decide to hold a stockholder vote for business or other legal reasons. Except as requiredby law, the decision as to whether we will seek stockholder approval of a proposed initial business combinationor will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion,and will be based on a variety of factors, such as the timing of the transaction and whether the terms of thetransaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initialbusiness combination even if holders of a majority of our public shares do not approve of the initial businesscombination we complete. Please see the section of this prospectus entitled “Proposed Business — StockholdersMay Not Have the Ability to Approve Our Initial Business Combination” for additional information.

If we seek stockholder approval of our initial business combination, our initial stockholders have agreedto vote in favor of such initial business combination, regardless of how our public stockholders vote.

Pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their foundershares and placement shares, as well as any public shares purchased during or after this offering (including inopen market and privately negotiated transactions), in favor of our initial business combination. As a result, inaddition to our initial stockholders’ founder shares and placement shares, we would need only 7,917,501, or36.0%, of the 22,000,000 public shares sold in this offering to be voted in favor of an initial businesscombination (assuming all outstanding shares are voted) in order to have our initial business combinationapproved (assuming the over-allotment option is not exercised). Our initial stockholders will own sharesrepresenting approximately 21.9% of our outstanding shares of common stock immediately following thecompletion of this offering and the private placement. Accordingly, if we seek stockholder approval of ourinitial business combination, the agreement by our initial stockholders to vote in favor of our initial businesscombination will increase the likelihood that we will receive the requisite stockholder approval for such initialbusiness combination.

Your only opportunity to affect the investment decision regarding a potential business combination willbe limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholderapproval of the initial business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specificmerits or risks of our initial business combination. Since our board of directors may complete an initial businesscombination without seeking stockholder approval, public stockholders may not have the right or opportunity tovote on the initial business combination, unless we seek such stockholder vote. Accordingly, if we do not seek

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stockholder approval, your only opportunity to affect the investment decision regarding a potential businesscombination may be limited to exercising your redemption rights within the period of time (which will be atleast 20 business days) set forth in our tender offer documents mailed to our public stockholders in which wedescribe our initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial conditionunattractive to potential business combination targets, which may make it difficult for us to enter into aninitial business combination with a target.

We may seek to enter into an initial business combination agreement with a prospective target thatrequires as a closing condition that we have a minimum net worth or a certain amount of cash. If too manypublic stockholders exercise their redemption rights, we would not be able to meet such closing condition and,as a result, would not be able to proceed with the initial business combination. Furthermore, we will onlyredeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001either immediately prior to or upon consummation of our initial business combination and after payment ofunderwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greaternet tangible asset or cash requirement which may be contained in the agreement relating to our initial businesscombination. Consequently, if accepting all properly submitted redemption requests would cause our nettangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition, eachas described above, we would not proceed with such redemption and the related business combination and mayinstead search for an alternate business combination. Prospective targets will be aware of these risks and, thus,may be reluctant to enter into an initial business combination with us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of ourshares may not allow us to complete the most desirable business combination or optimize our capitalstructure.

At the time we enter into an agreement for our initial business combination, we will not know how manystockholders may exercise their redemption rights, and therefore will need to structure the transaction based onour expectations as to the number of shares that will be submitted for redemption. If our initial businesscombination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, orrequires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in thetrust account to meet such requirements, or arrange for third party financing. In addition, if a larger number ofshares are submitted for redemption than we initially expected, we may need to restructure the transaction toreserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additionalthird party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher thandesirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of theClass B common stock result in the issuance of Class A shares on a greater than one-to-one basis uponconversion of the Class B common stock at the time of our business combination. The above considerationsmay limit our ability to complete the most desirable business combination available to us or optimize our capitalstructure. The amount of the deferred underwriting commissions payable to the underwriters will not beadjusted for any shares that are redeemed in connection with an initial business combination. The per-shareamount we will distribute to stockholders who properly exercise their redemption rights will not be reduced bythe deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of ourshares could increase the probability that our initial business combination would be unsuccessful and thatyou would have to wait for liquidation in order to redeem your stock.

If our initial business combination agreement requires us to use a portion of the cash in the trust accountto pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that ourinitial business combination would be unsuccessful is increased. If our initial business combination isunsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trustaccount. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market;however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. Ineither situation, you may suffer a material loss on your investment or lose the benefit of funds expected inconnection with our redemption until we liquidate or you are able to sell your stock in the open market.

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The requirement that we complete our initial business combination within the prescribed time frame maygive potential target businesses leverage over us in negotiating an initial business combination and maydecrease our ability to conduct due diligence on potential business combination targets as we approachour dissolution deadline, which could undermine our ability to complete our initial business combinationon terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning an initial businesscombination will be aware that we must complete our initial business combination within 24 months from theclosing of this offering. Consequently, such target business may obtain leverage over us in negotiating an initialbusiness combination, knowing that if we do not complete our initial business combination with that particulartarget business, we may be unable to complete our initial business combination with any target business. Thisrisk will increase as we get closer to the timeframe described above. In addition, we may have limited time toconduct due diligence and may enter into our initial business combination on terms that we would have rejectedupon a more comprehensive investigation.

We may not be able to complete our initial business combination within the prescribed time frame, inwhich case we would cease all operations except for the purpose of winding up and we would redeem ourpublic shares and liquidate, in which case our public stockholders may only receive $10.00 per share, orless than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated certificate of incorporation provides that we must complete our initial businesscombination within 24 months from the closing of this offering. We may not be able to find a suitable targetbusiness and complete our initial business combination within such time period. If we have not completed ourinitial business combination within such time period, we will: (i) cease all operations except for the purpose ofwinding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem thepublic shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount including interest earned on the funds held in the trust account and not previously released to us to payour taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of thenoutstanding public shares, which redemption will completely extinguish public stockholders’ rights asstockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remainingstockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) aboveto our obligations under Delaware law to provide for claims of creditors and the requirements of otherapplicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants willexpire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share onthe redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trustaccount could be reduced and the per-share redemption amount received by stockholders may be less than$10.00 per share” and other risk factors below.

If we seek stockholder approval of our initial business combination, our sponsor, directors, officers,advisors and their affiliates may elect to purchase shares or warrants from public stockholders, whichmay influence a vote on a proposed initial business combination and reduce the public “float” of ourClass A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, directors,officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial businesscombination, although they are under no obligation to do so. However, they have no current commitments,plans or intentions to engage in such transactions and have not formulated any terms or conditions for any suchtransactions. None of the funds in the trust account will be used to purchase shares or public warrants in suchtransactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still therecord holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise itsredemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares inprivately negotiated transactions from public stockholders who have already elected to exercise theirredemption rights, such selling stockholders would be required to revoke their prior elections to redeem theirshares. The purpose of such purchases could be to vote such shares in favor of the initial business combinationand thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or tosatisfy a closing condition in

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an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at theclosing of our initial business combination, where it appears that such requirement would otherwise not be met.The purpose of any such purchases of public warrants could be to reduce the number of public warrantsoutstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connectionwith our initial business combination. Any such purchases of our securities may result in the completion of ourinitial business combination that may not otherwise have been possible. Any such purchases will be reportedpursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to suchreporting requirements.

In addition, if such purchases are made, the public “float” of our Class A common stock or publicwarrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult toobtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with ourinitial business combination, or fails to comply with the procedures for tendering its shares, such sharesmay not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions inconnection with our initial business combination. Despite our compliance with these rules, if a stockholder failsto receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of theopportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that wewill furnish to holders of our public shares in connection with our initial business combination will describe thevarious procedures that must be complied with in order to validly tender or redeem public shares, which willinclude the requirement that a beneficial holder must identify itself. For example, we may require our publicstockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in“street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offerdocuments mailed to such holders, or up to two business days prior to the vote on the proposal to approve theinitial business combination in the event we distribute proxy materials, or to deliver their shares to the transferagent electronically. In the event that a stockholder fails to comply with these or any other procedures, its sharesmay not be redeemed. See the section of this prospectus entitled “Proposed Business — Redemption Rights forPublic Stockholders upon Completion of our Initial Business Combination — Tendering Stock Certificates inConnection with a Tender Offer or Redemption Rights.”

You will not have any rights or interests in funds from the trust account, except under certain limitedcircumstances. To liquidate your investment, therefore, you may be forced to sell your public shares orwarrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest tooccur of: (i) our completion of an initial business combination, and then only in connection with those shares ofClass A common stock that such stockholder properly elected to redeem, subject to the limitations describedherein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote toamend our amended and restated certificate of incorporation (A) to modify the substance or timing of ourobligation to allow redemption in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within 24 months from the closing of thisoffering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial businesscombination activity and (iii) the redemption of our public shares if we are unable to complete an initialbusiness combination within 24 months from the closing of this offering, subject to applicable law and asfurther described herein. In no other circumstances will a public stockholder have any right or interest of anykind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust accountwith respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your publicshares or warrants, potentially at a loss.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability tomake transactions in our securities and subject us to additional trading restrictions.

Our units have been approved for listing on Nasdaq. We expect that our units will be listed on Nasdaq onor promptly after the date of this prospectus. Following the date the shares of our Class A common stock andwarrants are eligible to trade separately, we anticipate that the shares of our Class A common stock and warrantswill be separately listed on Nasdaq. Although after giving effect to this offering we expect to meet, on a proforma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assureyou that our securities

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will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. Inorder to continue listing our securities on Nasdaq prior to our initial business combination, we must maintaincertain financial, distribution and stock price levels. Generally, we must maintain a minimum amount instockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300public holders). Additionally, in connection with our initial business combination, we will be required todemonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’scontinued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. Forinstance, our stock price would generally be required to be at least $4.00 per share, our stockholders’ equitywould generally be required to be at least $5.0 million and we would be required to have a minimum of 300round lot holders (with at least 50% of such round lot holders holding securities with a market value of at least$2,500) of our securities. We cannot assure you that we will be able to meet those initial listing requirements atthat time.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities onanother national securities exchange, we expect our securities could be quoted on an over-the-counter market. Ifthis were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that our Class A common stock is a “penny stock” which will require brokerstrading in our Class A common stock to adhere to more stringent rules and possibly result in areduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents orpreempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”Because we expect that our units and eventually our Class A common stock and warrants will be listed onNasdaq, our units, Class A common stock and warrants will be covered securities. Although the states arepreempted from regulating the sale of our securities, the federal statute does allow the states to investigatecompanies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states canregulate or bar the sale of covered securities in a particular case. While we are not aware of a state having usedthese powers to prohibit or restrict the sale of securities issued by blank check companies, other than the Stateof Idaho, certain state securities regulators view blank check companies unfavorably and might use thesepowers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would besubject to regulation in each state in which we offer our securities, including in connection with our initialbusiness combination.

You will not be entitled to protections normally afforded to investors of many other blank checkcompanies.

Since the net proceeds of this offering and the sale of the placement units are intended to be used tocomplete an initial business combination with a target business that has not been identified, we may be deemedto be a “blank check” company under the United States securities laws. However, because we will have nettangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale of theplacement units and will file a Current Report on Form 8-K, including an audited balance sheet demonstratingthis fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, suchas Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among otherthings, this means our units will be immediately tradable while the securities of companies subject to Rule 419would not be immediately tradable. Moreover, if this offering were subject to Rule 419, that rule would prohibitthe release of any interest earned on funds held in the trust account to us unless and until the funds in the trustaccount were released to us in connection with our completion of an initial business combination. For a moredetailed comparison of our offering to offerings that comply with Rule 419, please see the section of thisprospectus entitled “Proposed Business — Comparison of This Offering to Those of Blank Check CompaniesSubject to Rule 419.”

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If we seek stockholder approval of our initial business combination and we do not conduct redemptionspursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% ofour Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedcertificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the “ExcessShares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (includingExcess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares willreduce your influence over our ability to complete our initial business combination and you could suffer amaterial loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, youwill not receive redemption distributions with respect to the Excess Shares if we complete our initial businesscombination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order todispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

Because of our limited resources and the significant competition for business combination opportunities,it may be more difficult for us to complete our initial business combination. If we are unable to completeour initial business combination, our public stockholders may receive only approximately $10.00 pershare on our redemption of our public shares, or less than such amount in certain circumstances, and ourwarrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar toours, including private investors (which may be individuals or investment partnerships), other blank checkcompanies and other entities competing for the types of businesses we intend to acquire. Many of theseindividuals and entities are well-established and have extensive experience in identifying and effecting, directlyor indirectly, acquisitions of companies operating in or providing services to various industries. Many of thesecompetitors possess greater technical, human and other resources or more industry knowledge than we do, andour financial resources will be relatively limited when contrasted with those of many of these competitors.While we believe there are numerous target businesses we could potentially acquire with the net proceeds ofthis offering and the sale of the placement units, our ability to compete with respect to the acquisition of certaintarget businesses that are sizable will be limited by our available financial resources. This inherent competitivelimitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,because we are obligated to pay cash for the shares of Class A common stock which our public stockholdersredeem in connection with our initial business combination, target companies will be aware that this may reducethe resources available to us for our initial business combination. This may place us at a competitivedisadvantage in successfully negotiating an initial business combination. If we are unable to complete our initialbusiness combination, our public stockholders may receive only approximately $10.00 per share on theliquidation of our trust account and our warrants will expire worthless. In certain circumstances, our publicstockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claimsagainst us, the proceeds held in the trust account could be reduced and the per-share redemption amountreceived by stockholders may be less than $10.00 per share” and other risk factors below.

If the net proceeds of this offering and the sale of the placement units not being held in the trust accountare insufficient to allow us to operate for at least the next 24 months, we may be unable to complete ourinitial business combination, in which case our public stockholders may only receive $10.00 per share, orless than such amount in certain circumstances, and our warrants will expire worthless.

The funds available to us outside of the trust account may not be sufficient to allow us to operate for atleast the next 24 months, assuming that our initial business combination is not completed during that time. Webelieve that, upon the closing of this offering, the funds available to us outside of the trust account will besufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimateis accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees toconsultants to assist us with our search for a target business. We could also use a portion of the funds as a downpayment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed tokeep target businesses from

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“shopping” around for transactions with other companies on terms more favorable to such target businesses)with respect to a particular proposed initial business combination, although we do not have any current intentionto do so. If we entered into a letter of intent or merger agreement where we paid for the right to receiveexclusivity from a target business and were subsequently required to forfeit such funds (whether as a result ofour breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligencewith respect to, a target business. If we are unable to complete our initial business combination, our publicstockholders may receive only approximately $10.00 per share on the liquidation of our trust account and ourwarrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trustaccount could be reduced and the per-share redemption amount received by stockholders may be less than$10.00 per share” and other risk factors below.

If the net proceeds of this offering and the sale of the placement units not being held in the trust accountare insufficient, it could limit the amount available to fund our search for a target business or businessesand complete our initial business combination and we will depend on loans from our sponsor ormanagement team to fund our search for an initial business combination, to pay our taxes and tocomplete our initial business combination. If we are unable to obtain these loans, we may be unable tocomplete our initial business combination.

Of the net proceeds of this offering and the sale of the placement units, only approximately $1,500,000will be available to us initially outside the trust account to fund our working capital requirements. In the eventthat our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be heldin the trust account. In such case, the amount of funds we intend to be held outside the trust account woulddecrease by a corresponding amount. The amount held in the trust account will not be impacted as a result ofsuch increase or decrease. Conversely, in the event that the offering expenses are less than our estimate of$750,000, the amount of funds we intend to be held outside the trust account would increase by a correspondingamount. If we are required to seek additional capital, we would need to borrow funds from our sponsor,management team or other third parties to operate or may be forced to liquidate. None of our sponsor, membersof our management team nor any of their affiliates is under any obligation to advance funds to us in suchcircumstances. Any such advances would be repaid only from funds held outside the trust account or from fundsreleased to us upon completion of our initial business combination. Up to $1,500,000 of such loans may beconvertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initialbusiness combination. The units would be identical to the placement units. Prior to the completion of our initialbusiness combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of oursponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against anyand all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may beunable to complete our initial business combination. If we are unable to complete our initial businesscombination because we do not have sufficient funds available to us, we will be forced to cease operations andliquidate the trust account. Consequently, our public stockholders may only receive approximately $10.00 pershare on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances,our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— Ifthird parties bring claims against us, the proceeds held in the trust account could be reduced and the per-shareredemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.

Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negativeeffect on our financial condition, results of operations and our stock price, which could cause you to losesome or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannotassure you that this diligence will surface all material issues that may be present inside a particular targetbusiness, that it would be possible to uncover all material issues through a customary amount of due diligence,or that factors outside of the target business and outside of our control will not later arise. As a result of thesefactors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairmentor other charges that could result in our reporting losses. Even if our due diligence successfully identifies certainrisks, unexpected risks may arise and previously known risks may materialize in a manner not consistent withour preliminary risk analysis. Even though these charges may be non-cash items and not have an immediateimpact on our liquidity,

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the fact that we report charges of this nature could contribute to negative market perceptions about us or oursecurities. In addition, charges of this nature may cause us to violate net worth or other covenants to which wemay be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtainingdebt financing to partially finance the initial business combination. Accordingly, any stockholders who chooseto remain stockholders following the initial business combination could suffer a reduction in the value of theirshares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able tosuccessfully claim that the reduction was due to the breach by our officers or directors of a duty of care or otherfiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws thatthe proxy solicitation or tender offer materials, as applicable, relating to the initial business combinationconstituted an actionable material misstatement or omission.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and theper-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us.Although we will seek to have all vendors, service providers, prospective target businesses and other entitieswith which we do business execute agreements with us waiving any right, title, interest or claim of any kind inor to any monies held in the trust account for the benefit of our public stockholders, such parties may notexecute such agreements, or even if they execute such agreements they may not be prevented from bringingclaims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciaryresponsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each casein order to gain advantage with respect to a claim against our assets, including the funds held in the trustaccount. If any third party refuses to execute an agreement waiving such claims to the monies held in the trustaccount, our management will perform an analysis of the alternatives available to it and will only enter into anagreement with a third party that has not executed a waiver if management believes that such third party’sengagement would be significantly more beneficial to us than any alternative. WithumSmith+Brown, PC, ourindependent registered public accounting firm, and the underwriters of the offering, will not execute agreementswith us waiving such claims to the monies held in the trust account.

Examples of possible instances where we may engage a third party that refuses to execute a waiverinclude the engagement of a third party consultant whose particular expertise or skills are believed bymanagement to be significantly superior to those of other consultants that would agree to execute a waiver or incases where management is unable to find a service provider willing to execute a waiver. In addition, there is noguarantee that such entities will agree to waive any claims they may have in the future as a result of, or arisingout of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account forany reason. Upon redemption of our public shares, if we are unable to complete our initial business combinationwithin the prescribed timeframe, or upon the exercise of a redemption right in connection with our initialbusiness combination, we will be required to provide for payment of claims of creditors that were not waivedthat may be brought against us within the 10 years following redemption. Accordingly, the per-share redemptionamount received by public stockholders could be less than the $10.00 per share initially held in the trustaccount, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit10.1 to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will beliable to us if and to the extent any claims by a third party for services rendered or products sold to us, or aprospective target business with which we have entered into a written letter of intent, confidentiality or similaragreement or business combination agreement, reduce the amount of funds in the trust account to below thelesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of thedate of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of thetrust assets, less taxes payable, provided that such liability will not apply to any claims by a third party orprospective target business who executed a waiver of any and all rights to the monies held in the trust account(whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of theunderwriters of this offering against certain liabilities, including liabilities under the Securities Act. However,we have not asked our sponsor to reserve for such indemnification obligations, nor have we independentlyverified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that oursponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would beable to satisfy those obligations. None of our officers or directors will indemnify us for claims by third partiesincluding, without limitation, claims by vendors and prospective target businesses.

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Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in areduction in the amount of funds in the trust account available for distribution to our publicstockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and(ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account ifless than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest whichmay be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has noindemnification obligations related to a particular claim, our independent directors would determine whether totake legal action against our sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against oursponsor to enforce its indemnification obligations to us, it is possible that our independent directors inexercising their business judgment and subject to their fiduciary duties may choose not to do so in any particularinstance if, for example, the cost of such legal action is deemed by the independent directors to be too highrelative to the amount recoverable or if the independent directors determine that a favorable outcome is notlikely. If our independent directors choose not to enforce these indemnification obligations, the amount of fundsin the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However,our officers and directors have agreed, and any persons who may become officers or directors prior to the initialbusiness combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in thetrust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, anyindemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of thetrust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officersand directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach oftheir fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigationagainst our officers and directors, even though such an action, if successful, might otherwise benefit us and ourstockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costsof settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcycourt may seek to recover such proceeds, and we and our board may be exposed to claims of punitivedamages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions receivedby stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a“preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover allamounts received by our stockholders. In addition, our board of directors may be viewed as having breached itsfiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims ofpunitive damages, by paying public stockholders from the trust account prior to addressing the claims ofcreditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims ofcreditors in such proceeding may have priority over the claims of our stockholders and the per-shareamount that would otherwise be received by our stockholders in connection with our liquidation may bereduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcypetition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in thetrust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate andsubject to the claims of third parties with priority over the claims of our stockholders. To the extent anybankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by ourstockholders in connection with our liquidation may be reduced.

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If we are deemed to be an investment company under the Investment Company Act, we may be requiredto institute burdensome compliance requirements and our activities may be restricted, which may makeit difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may berestricted, including:

• restrictions on the nature of our investments; and

• restrictions on the issuance of securities, each of which may make it difficult for us to complete ourinitial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

• registration as an investment company;

• adoption of a specific form of corporate structure; and

• reporting, record keeping, voting, proxy and disclosure requirements and other rules andregulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we canqualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing,reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holdingor trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. governmentsecurities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initialbusiness combination and thereafter to operate the post-transaction business or assets for the long term. We donot plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buyunrelated businesses or assets or to be a passive investor.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act.To this end, the proceeds held in the trust account may only be invested in United States “governmentsecurities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under theInvestment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trustagreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of theproceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses forthe long term (rather than on buying and selling businesses in the manner of a merchant bank or private equityfund), we intend to avoid being deemed an “investment company” within the meaning of the InvestmentCompany Act. This offering is not intended for persons who are seeking a return on investments in governmentsecurities or investment securities. The trust account is intended as a holding place for funds pending the earliestto occur of: (i) the completion of our initial business combination; (ii) the redemption of any public sharesproperly submitted in connection with a stockholder vote to amend our amended and restated certificate ofincorporation (A) to modify the substance or timing of our obligation to allow redemption in connection withour initial business combination or to redeem 100% of our public shares if we do not complete our initialbusiness combination within 24 months from the closing of this offering or (B) with respect to any otherprovision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initialbusiness combination within 24 months from the closing of this offering, our return of the funds held in the trustaccount to our public stockholders as part of our redemption of the public shares. If we do not invest theproceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we weredeemed to be subject to the Investment Company Act, compliance with these additional regulatory burdenswould require additional expenses for which we have not allotted funds and may hinder our ability to completean initial business combination or may result in our liquidation. If we are unable to complete our initial businesscombination, our public stockholders may receive only approximately $10.00 per share on the liquidation of ourtrust account and our warrants will expire worthless.

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Changes in laws or regulations, or a failure to comply with any laws and regulations, may adverselyaffect our business, including our ability to negotiate and complete our initial business combination andresults of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular,we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoringof, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time andthose changes could have a material adverse effect on our business, investments and results of operations. Inaddition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have amaterial adverse effect on our business, including our ability to negotiate and complete our initial businesscombination and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributionsreceived by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to theextent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed toour public stockholders upon the redemption of our public shares in the event we do not complete our initialbusiness combination within 24 months from the closing of this offering may be considered a liquidatingdistribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 ofthe DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-daynotice period during which any third-party claims can be brought against the corporation, a 90-day periodduring which the corporation may reject any claims brought, and an additional 150-day waiting period beforeany liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidatingdistribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed tothe stockholder, and any liability of the stockholder would be barred after the third anniversary of thedissolution. However, it is our intention to redeem our public shares as soon as reasonably possible followingthe 18th month from the closing of this offering in the event we do not complete our initial business combinationand, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt aplan, based on facts known to us at such time that will provide for our payment of all existing and pendingclaims or claims that may be potentially brought against us within the 10 years following our dissolution.However, because we are a blank check company, rather than an operating company, and our operations will belimited to searching for prospective target businesses to acquire, the only likely claims to arise would be fromour vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan ofdistribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to aliquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amountdistributed to the stockholder, and any liability of the stockholder would likely be barred after the thirdanniversary of the dissolution. We cannot assure you that we will properly assess all claims that may bepotentially brought against us. As such, our stockholders could potentially be liable for any claims to the extentof distributions received by them (but no more) and any liability of our stockholders may extend beyond thethird anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our publicstockholders upon the redemption of our public shares in the event we do not complete our initial businesscombination within 24 months from the closing of this offering is not considered a liquidating distribution underDelaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition oflegal proceedings that a party may bring or due to other circumstances that are currently unknown), thenpursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six yearsafter the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

We may not hold an annual meeting of stockholders until after the consummation of our initial businesscombination, which could delay the opportunity for our stockholders to elect directors.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annualmeeting until no later than one year after our first fiscal year end following our listing on Nasdaq. UnderSection 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for thepurposes of electing directors in accordance with our bylaws unless such election is made by written consent inlieu of such a meeting.

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We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of ourinitial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, whichrequires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to theconsummation of our initial business combination, they may attempt to force us to hold one by submitting anapplication to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants underthe Securities Act or any state securities laws at this time, and such registration may not be in place whenan investor desires to exercise warrants, thus precluding such investor from being able to exercise itswarrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is notregistered, qualified or exempt from registration or qualification, the holder of such warrant will not beentitled to exercise such warrant and such warrant may have no value and expire worthless.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants underthe Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement,we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of ourinitial business combination, we will use our best efforts to file with the SEC a registration statement for theregistration under the Securities Act of the shares of Class A common stock issuable upon exercise of thewarrants and thereafter will use our best efforts to cause the same to become effective within 60 business daysfollowing our initial business combination and to maintain a current prospectus relating to the Class A commonstock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with theprovisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, anyfacts or events arise which represent a fundamental change in the information set forth in the registrationstatement or prospectus, the financial statements contained or incorporated by reference therein are not currentor correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registeredunder the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis.However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issueany shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise isregistered or qualified under the securities laws of the state of the exercising holder, or an exemption fromregistration is available. Notwithstanding the foregoing, if a registration statement covering the Class Acommon stock issuable upon exercise of the warrants is not effective within a specified period following theconsummation of our initial business combination, warrant holders may, until such time as there is an effectiveregistration statement and during any period when we shall have failed to maintain an effective registrationstatement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of theSecurities Act, provided that such exemption is available. If that exemption, or another exemption, is notavailable, holders will not be able to exercise their warrants on a cashless basis. We will use our best efforts toregister or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In noevent will we be required to net cash settle any warrant, or issue securities or other compensation in exchangefor the warrants in the event that we are unable to register or qualify the shares underlying the warrants underapplicable state securities laws and there is no exemption available. If the issuance of the shares upon exerciseof the warrants is not so registered or qualified or exempt from registration or qualification, the holder of suchwarrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unitpurchase price solely for the shares of Class A common stock included in the units. If and when the warrantsbecome redeemable by us, we may not exercise our redemption right if the issuance of shares of common stockupon exercise of the warrants is not exempt from registration or qualification under applicable state blue skylaws or we are unable to effect such registration or qualification. We will use our best efforts to register orqualify such shares of common stock under the blue sky laws of the state of residence in those states in whichthe warrants were offered by us in this offering. However, there may be instances in which holders of our publicwarrants may be unable to exercise such public warrants but holders of our placement warrants may be able toexercise such placement warrants.

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class Acommon stock from such exercise than if you were to exercise such warrants for cash.

There are circumstances in which the exercise of the public warrants may be required or permitted to bemade on a cashless basis. First, if a registration statement covering the shares of Class A common stock issuableupon exercise of the warrants is not effective by the 60th business day after the closing of our initial businesscombination, warrantholders may, until such time as there is an effective registration statement, exercisewarrants

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on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if aregistration statement covering the Class A common stock issuable upon exercise of the warrants is noteffective within a specified period following the consummation of our initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shallhave failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to theexemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available; if thatexemption, or another exemption, is not available, holders will not be able to exercise their warrants on acashless basis. Third, if we call the public warrants for redemption, our management will have the option torequire all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on acashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number ofshares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number ofshares of Class A common stock underlying the warrants, multiplied by the difference between the exerciseprice of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value.The “fair market value” is the average reported last sale price of the Class A common stock for the 10 tradingdays ending on the third trading day prior to the date on which the notice of exercise is received by the warrantagent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, youwould receive fewer shares of Class A common stock from such exercise than if you were to exercise suchwarrants for cash.

The grant of registration rights to our initial stockholders may make it more difficult to complete ourinitial business combination, and the future exercise of such rights may adversely affect the market priceof our Class A common stock.

Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in thisoffering, our initial stockholders and their permitted transferees can demand that we register the placementwarrants, the shares of Class A common stock issuable upon exercise of the placement warrants, the shares ofClass A common stock issuable upon conversion of the founder shares, the shares of Class A common stockincluded in the placement units and holders of unit that may be issued upon conversion of working capital loansmay demand that we register such Class A common stock, warrants or the Class A common stock issuable uponexercise of such units and warrants. We will bear the cost of registering these securities. The registration andavailability of such a significant number of securities for trading in the public market may have an adverseeffect on the market price of our Class A common stock. In addition, the existence of the registration rights maymake our initial business combination more costly or difficult to conclude. This is because the stockholders ofthe target business may increase the equity stake they seek in the combined entity or ask for more cashconsideration to offset the negative impact on the market price of our Class A common stock that is expectedwhen the securities owned by our initial stockholders or holders of working capital loans or their respectivepermitted transferees are registered.

Because we are neither limited to evaluating a target business in a particular industry sector nor have weselected any specific target businesses with which to pursue our initial business combination, you will beunable to ascertain the merits or risks of any particular target business’s operations.

We will seek to complete an initial business combination with companies in the technology industry butmay also pursue other business combination opportunities, except that we will not, under our amended andrestated certificate of incorporation, be permitted to effectuate our initial business combination with anotherblank check company or similar company with nominal operations. Because we have not yet selected orapproached any specific target business with respect to a business combination, there is no basis to evaluate thepossible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity,financial condition or prospects. To the extent we complete our initial business combination, we may be affectedby numerous risks inherent in the business operations with which we combine. For example, if we combine witha financially unstable business or an entity lacking an established record of sales or earnings, we may beaffected by the risks inherent in the business and operations of a financially unstable or a development stageentity. Although our officers, directors and advisors will endeavor to evaluate the risks inherent in a particulartarget business, we cannot assure you that we will properly ascertain or assess all of the significant risk factorsor that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outsideof our control and leave us with no ability to control or reduce the chances that those risks will adversely impacta target business. We also cannot assure you that an investment in our units will ultimately prove to be morefavorable to investors than a direct investment, if such opportunity were available, in a business combinationtarget. Accordingly, any stockholders who choose to remain stockholders following our initial businesscombination could suffer a reduction in the value of their securities. Such stockholders

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are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that thereduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed tothem, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation ortender offer materials, as applicable, relating to the business combination contained an actionable materialmisstatement or material omission.

Past performance by our management team and advisors may not be indicative of future performance ofan investment in us.

Past performance by our management team and advisor is not a guarantee either (i) of success withrespect to any business combination we may consummate or (ii) that we will be able to locate a suitablecandidate for our initial business combination. You should not rely on the historical record of our managementteam’s or advisor’s performance as indicative of our future performance of an investment in the company or thereturns the company will, or is likely to, generate going forward. Additionally, in the course of their respectivecareers, members of our management team have been involved in businesses and deals that were unsuccessful.Other than Shami Patel, our advisor, none of our officers and directors have any experience with blank checkcompanies or special purpose acquisition companies. In addition, our sponsor is a newly formed entity formedfor the sole purpose of holding securities of our company with no operation or historical record.

We may seek business combination opportunities in industries or sectors which may or may not beoutside of our management’s area of expertise.

Although we intend to focus on identifying companies in the financial services industry broadly, but withparticular emphasis on businesses that are providing or changing technology for traditional financial services,specialty finance companies, and asset management companies, we will consider an initial businesscombination outside of our management’s area of expertise if an initial business combination candidate ispresented to us and we determine that such candidate offers an attractive business combination opportunity forour company or we are unable to identify a suitable candidate in this sector after having expanded a reasonableamount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risksinherent in any particular business combination candidate, we cannot assure you that we will adequatelyascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our unitswill not ultimately prove to be less favorable to investors in this offering than a direct investment, if anopportunity were available, in an initial business combination candidate. In the event we elect to pursue abusiness combination outside of the areas of our management’s expertise, our management’s expertise may notbe directly applicable to its evaluation or operation, and the information contained in this prospectus regardingthe areas of our management’s expertise would not be relevant to an understanding of the business that we electto acquire. As a result, our management may not be able to adequately ascertain or assess all of the significantrisk factors. Accordingly, any stockholders who choose to remain stockholders following our initial businesscombination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have aremedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluatingprospective target businesses, we may enter into our initial business combination with a target that doesnot meet such criteria and guidelines, and as a result, the target business with which we enter into ourinitial business combination may not have attributes entirely consistent with our general criteria andguidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, itis possible that a target business with which we enter into our initial business combination will not have all ofthese positive attributes. If we complete our initial business combination with a target that does not meet someor all of these guidelines, such combination may not be as successful as a combination with a business that doesmeet all of our general criteria and guidelines. In addition, if we announce a prospective business combinationwith a target that does not meet our general criteria and guidelines, a greater number of stockholders mayexercise their redemption rights, which may make it difficult for us to meet any closing condition with a targetbusiness that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholderapproval of the transaction is required by law, or we decide to obtain stockholder approval for business or otherlegal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination ifthe target business does not meet our general criteria and guidelines. If we are unable to complete our initialbusiness combination, our public stockholders may receive only approximately $10.00 per share on theliquidation of our trust account and our warrants will

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expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share onthe redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trustaccount could be reduced and the per-share redemption amount received by stockholders may be less than$10.00 per share” and other risk factors below.

We may seek business combination opportunities with a financially unstable business or an entity lackingan established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cashflows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or anentity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent inthe operations of the business with which we combine. These risks include volatile revenues or earnings anddifficulties in obtaining and retaining key personnel. Although our officers, directors and advisors will endeavorto evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assessall of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore,some of these risks may be outside of our control and leave us with no ability to control or reduce the chancesthat those risks will adversely impact a target business.

We are not required to obtain a fairness opinion and consequently, you may have no assurance from anindependent source that the price we are paying for the business is fair to our company from a financialpoint of view.

Unless we complete our initial business combination with an affiliated entity or our board cannotindependently determine the fair market value of the target business or businesses, we are not required to obtainan opinion from an independent investment banking firm or another independent entity that commonly rendersvaluation opinions that the price we are paying is fair to our company from a financial point of view. If noopinion is obtained, our stockholders will be relying on the judgment of our board of directors, who willdetermine fair market value based on standards generally accepted by the financial community. Such standardsused will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initialbusiness combination. However, our stockholders may not be provided with a copy of such opinion, nor willthey be able to rely on such opinion.

We may issue additional common stock or preferred stock to complete our initial business combination orunder an employee incentive plan after completion of our initial business combination. We may also issueshares of Class A common stock upon the conversion of the Class B common stock at a ratio greater thanone-to-one at the time of our initial business combination as a result of the anti-dilution provisionscontained in our amended and restated certificate of incorporation. Any such issuances would dilute theinterest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 sharesof Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value$0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after thisoffering, there will be 66,002,500 and 4,500,000 (assuming, in each case, that the underwriters have notexercised their over-allotment option) authorized but unissued shares of Class A common stock and Class Bcommon stock, respectively, available for issuance, which amount takes into account the shares of Class Acommon stock reserved for issuance upon exercise of outstanding warrants but not the shares of Class Acommon stock issuable upon conversion of Class B common stock. Immediately after the consummation of thisoffering, there will be no shares of preferred stock issued and outstanding. Shares of Class B common stock areconvertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment asset forth herein, including in certain circumstances in which we issue Class A common stock or equity-linkedsecurities related to our initial business combination.

We may issue a substantial number of additional shares of common or preferred stock to complete ourinitial business combination or under an employee incentive plan after completion of our initial businesscombination (although our amended and restated certificate of incorporation will provide that we may not issuesecurities that can vote with common stockholders on matters related to our pre-initial business combinationactivity). We may also issue shares of Class A common stock upon conversion of the Class B common stock ata ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilutionprovisions contained in our

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amended and restated certificate of incorporation. However, our amended and restated certificate ofincorporation will provide, among other things, that prior to our initial business combination, we may not issueadditional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust accountor (ii) vote on any initial business combination. These provisions of our amended and restated certificate ofincorporation, like all provisions of our amended and restated certificate of incorporation, may be amended withthe approval of our stockholders. However, our executive officers and directors have agreed, pursuant to awritten agreement with us, that they will not propose any amendment to our amended and restated certificate ofincorporation (A) to modify the substance or timing of our obligation to allow redemption in connection withour initial business combination or to redeem 100% of our public shares if we do not complete our initialbusiness combination within 24 months from the closing of this offering or (B) with respect to any otherprovision relating to stockholders’ rights or pre-initial business combination activity, unless we provide ourpublic stockholders with the opportunity to redeem their shares of common stock upon approval of any suchamendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest (which interest shall be net of taxes payable), divided by the number of thenoutstanding public shares.

The issuance of additional shares of common or preferred stock:

• may significantly dilute the equity interest of investors in this offering;

• may subordinate the rights of holders of common stock if preferred stock is issued with rights seniorto those afforded our common stock;

• could cause a change of control if a substantial number of shares of our common stock are issued,which may affect, among other things, our ability to use our net operating loss carry forwards, ifany, and could result in the resignation or removal of our present officers and directors; and

• may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Resources could be wasted in researching business combinations that are not completed, which couldmaterially adversely affect subsequent attempts to locate and acquire or merge with another business. Ifwe are unable to complete our initial business combination, our public stockholders may receive onlyapproximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation ofour trust account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting andexecution of relevant agreements, disclosure documents and other instruments will require substantialmanagement time and attention and substantial costs for accountants, attorneys, consultants and others. If wedecide not to complete a specific initial business combination, the costs incurred up to that point for theproposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to aspecific target business, we may fail to complete our initial business combination for any number of reasonsincluding those beyond our control. Any such event will result in a loss to us of the related costs incurred whichcould materially adversely affect subsequent attempts to locate and acquire or merge with another business. Ifwe are unable to complete our initial business combination, our public stockholders may receive onlyapproximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. Incertain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of theirshares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reducedand the per-share redemption amount received by stockholders may be less than $10.00 per share” and otherrisk factors below.

Our ability to successfully effect our initial business combination and to be successful thereafter will betotally dependent upon the efforts of our key personnel, some of whom may join us following our initialbusiness combination. The loss of key personnel could negatively impact the operations and profitabilityof our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our keypersonnel. The role of our key personnel in the target business, however, cannot presently be ascertained.Although some of our key personnel may remain with the target business in senior management or advisorypositions following our initial business combination, it is likely that some or all of the management of the targetbusiness will remain in place. While we intend to closely scrutinize any individuals we employ after our initial

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business combination, we cannot assure you that our assessment of these individuals will prove to be correct.These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC,which could cause us to have to expend time and resources helping them become familiar with suchrequirements. In addition, the officers and directors of an initial business combination candidate may resignupon completion of our initial business combination. The departure of an initial business combination target’skey personnel could negatively impact the operations and profitability of our post-combination business. Therole of an initial business combination candidate’s key personnel upon the completion of our initial businesscombination cannot be ascertained at this time. Although we contemplate that certain members of an initialbusiness combination candidate’s management team will remain associated with the initial businesscombination candidate following our initial business combination, it is possible that members of themanagement of an initial business combination candidate will not wish to remain in place. The loss of keypersonnel could negatively impact the operations and profitability of our post-combination business.

We are dependent upon our executive officers, directors and advisor and their departure could adverselyaffect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executiveofficers, directors and advisor. We believe that our success depends on the continued service of our executiveofficers, directors and advisor, at least until we have completed our initial business combination. We do not havean employment agreement with, or key-man insurance on the life of, any of our directors, executive officers oradvisor. The unexpected loss of the services of one or more of our directors, executive officers or advisor couldhave a detrimental effect on us.

Our key personnel may negotiate employment or consulting agreements with a target business inconnection with a particular business combination. These agreements may provide for them to receivecompensation following our initial business combination and as a result, may cause them to have conflictsof interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our initial businesscombination only if they are able to negotiate employment or consulting agreements in connection with theinitial business combination. Such negotiations would take place simultaneously with the negotiation of theinitial business combination and could provide for such individuals to receive compensation in the form of cashpayments and/or our securities for services they would render to us after the completion of the initial businesscombination. The personal and financial interests of such individuals may influence their motivation inidentifying and selecting a target business. However, we believe the ability of such individuals to remain with usafter the completion of our initial business combination will not be the determining factor in our decision as towhether or not we will proceed with any potential business combination. There is no certainty, however, thatany of our key personnel will remain with us after the completion of our initial business combination. Wecannot assure you that any of our key personnel will remain in senior management or advisory positions withus. The determination as to whether any of our key personnel will remain with us will be made at the time ofour initial business combination.

We may have a limited ability to assess the management of a prospective target business and, as a result,it may effect our initial business combination with a target business whose management may not have theskills, qualifications or abilities to manage a public company, which could, in turn, negatively impact thevalue of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective targetbusiness, our ability to assess the target business’s management may be limited due to a lack of time, resourcesor information. Our assessment of the capabilities of the target’s management, therefore, may prove to beincorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’smanagement not possess the skills, qualifications or abilities necessary to manage a public company, theoperations and profitability of the post-combination business may be negatively impacted. Accordingly, anystockholders who choose to remain stockholders following the initial business combination could suffer areduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction invalue.

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Our officers and directors will allocate their time to other businesses thereby causing conflicts of interestin their determination as to how much time to devote to our affairs. This conflict of interest could have anegative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, whichmay result in a conflict of interest in allocating their time between our operations and our search for an initialbusiness combination and their other businesses. We do not intend to have any full-time employees prior to thecompletion of our initial business combination. Each of our officers is engaged in other business endeavors forwhich he may be entitled to substantial compensation and our officers are not obligated to contribute anyspecific number of hours per week to our affairs. Our independent directors may also serve as officers or boardmembers for other entities. If our officers’ and directors’ other business affairs require them to devotesubstantial amounts of time to such affairs in excess of their current commitment levels, it could limit theirability to devote time to our affairs which may have a negative impact on our ability to complete our initialbusiness combination. For a complete discussion of our officers’ and directors’ other business affairs, please seethe section of this prospectus entitled “Management — Directors and Officers.”

Certain of our officers and directors are now, and all of them may in the future become, affiliated withentities engaged in business activities similar to those intended to be conducted by us and, accordingly,may have conflicts of interest in allocating their time and determining to which entity a particularbusiness opportunity should be presented.

Following the completion of this offering and until we consummate our initial business combination, weintend to engage in the business of identifying and combining with one or more businesses. Our officers anddirectors are, and may in the future become, affiliated with entities (such as operating companies or investmentvehicles) that are engaged in a similar business, although our officers may not become an officer or director ofany other special purpose acquisition companies with a class of securities registered under the Exchange Actuntil we have entered into a definitive agreement regarding our initial business combination or we haveliquidated the trust account.

Our officers and directors also may become aware of business opportunities which may be appropriate forpresentation to us and the other entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular businessopportunity should be presented. These conflicts may not be resolved in our favor and a potential targetbusiness may be presented to another entity prior to its presentation to us. Our amended and restated certificateof incorporation will provide that we renounce our interest in any corporate opportunity offered to any directoror officer unless such opportunity is expressly offered to such person solely in his or her capacity as a directoror officer of our company and such opportunity is one we are legally and contractually permitted to undertakeand would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to referthat opportunity to us without violating another legal obligation.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts ofinterest that you should be aware of, please see the sections of this prospectus entitled “Management —Directors and Officers,” “Management — Conflicts of Interest” and “Certain Relationships and Related PartyTransactions.”

Our officers, directors, security holders and their respective affiliates may have competitive pecuniaryinterests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliatesfrom having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed ofby us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initialbusiness combination with a target business that is affiliated with our sponsor, our directors or officers, althoughwe do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging fortheir own account in business activities of the types conducted by us. Accordingly, such persons or entities mayhave a conflict between their interests and ours.

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We may engage in an initial business combination with one or more target businesses that haverelationships with entities that may be affiliated with our sponsor, officers, directors, advisors or existingholders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, and our existing or future officers, directors and advisors withother entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors oradvisors. Our directors also serve as officers and board members for other entities, including, without limitation,those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Suchentities may compete with us for business combination opportunities. Our sponsor, officers, directors andadvisors are not currently aware of any specific opportunities for us to complete our initial businesscombination with any entities with which they are affiliated, and there have been no preliminary discussionsconcerning an initial business combination with any such entity or entities. Although we will not be specificallyfocusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if wedetermined that such affiliated entity met our criteria for an initial business combination as set forth in thesection of this prospectus entitled “Proposed Business — Selection of a Target Business and Structuring of ourInitial Business Combination” and such transaction was approved by a majority of our disinterested directors.Despite our agreement to obtain an opinion from an independent investment banking firm or anotherindependent entity that commonly renders valuation opinions, regarding the fairness to our stockholders from afinancial point of view of an initial business combination with one or more businesses affiliated with ourofficers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms ofthe initial business combination may not be as advantageous to our public stockholders as they would be absentany conflicts of interest.

Since our sponsor, officers and directors will lose their entire investment in us if our initial businesscombination is not completed, a conflict of interest may arise in determining whether a particularbusiness combination target is appropriate for our initial business combination.

In August 2019, our sponsor purchased an aggregate of 5,750,000 founder shares for an aggregatepurchase price of $25,000, or approximately $0.004 per share. On October 31, 2019, we effected a 1.1 for 1stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding anaggregate of 6,325,000 founder shares (up to 825,000 shares of which are subject to forfeiture depending on theextent to which the underwriters’ over-allotment option is exercised). The number of founder shares issued wasdetermined based on the expectation that such founder shares would represent 20% of the outstanding sharesafter this offering (excluding the placement shares). The founder shares will be worthless if we do not completean initial business combination. Our sponsor has agreed to purchase an aggregate of 665,000 placement units ata price of $10.00 per unit for an aggregate purchase price of $6,650,000. Each placement unit consists of oneshare of Class A common stock and one-half of one warrant. Each whole warrant is exercisable to purchase onewhole share of common stock at $11.50 per share. These securities will also be worthless if we do not completean initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them infavor of any proposed initial business combination and (B) not to redeem any founder shares in connection witha stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans fromour sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our officersand directors may influence their motivation in identifying and selecting a target business combination,completing an initial business combination and influencing the operation of the business following the initialbusiness combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initialbusiness combination, which may adversely affect our leverage and financial condition and thusnegatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this prospectus to issue any notes or other debtsecurities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantialdebt to complete our initial business combination. We have agreed that we will not incur any indebtednessunless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to themonies held in the trust account. As such, no issuance of debt will affect the per-share amount available forredemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects,including:

• default and foreclosure on our assets if our operating revenues after an initial business combinationare insufficient to repay our debt obligations;

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• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financialratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable ondemand;

• our inability to obtain necessary additional financing if the debt security contains covenantsrestricting our ability to obtain such financing while the debt security is outstanding;

• our inability to pay dividends on our common stock;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which willreduce the funds available for dividends on our common stock if declared, our ability to payexpenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in theindustry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditionsand adverse changes in government regulation;

• limitations on our ability to borrow additional amounts for expenses, capital expenditures,acquisitions, debt service requirements, and execution of our strategy; and

• other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of this offering and the saleof the placement units, which will cause us to be solely dependent on a single business which may have alimited number of services and limited operating activities. This lack of diversification may negativelyimpact our operating results and profitability.

Of the net proceeds from this offering and the sale of the placement units, $220,000,000 (or $253,000,000if the underwriters’ over-allotment option is exercised in full) will be available to complete our initial businesscombination and pay related fees and expenses (which includes up to $7,700,000, or up to $9,515,000 if theover-allotment option is exercised in full, for the payment of deferred underwriting commissions).

We may effectuate our initial business combination with a single target business or multiple targetbusinesses simultaneously or within a short period of time. However, we may not be able to effectuate ourinitial business combination with more than one target business because of various factors, including theexistence of complex accounting issues and the requirement that we prepare and file pro forma financialstatements with the SEC that present operating results and the financial condition of several target businesses asif they had been operated on a combined basis. By completing our initial business combination with only asingle entity, our lack of diversification may subject us to numerous economic, competitive and regulatorydevelopments. Further, we would not be able to diversify our operations or benefit from the possible spreadingof risks or offsetting of losses, unlike other entities which may have the resources to complete several businesscombinations in different industries or different areas of a single industry. In addition, we intend to focus oursearch for an initial business combination in a single industry. Accordingly, the prospects for our success maybe:

• solely dependent upon the performance of a single business, property or asset, or

• dependent upon the development or market acceptance of a single or limited number of products,processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, anyor all of which may have a substantial adverse impact upon the particular industry in which we may operatesubsequent to our initial business combination.

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We may attempt to simultaneously complete business combinations with multiple prospective targets,which may hinder our ability to complete our initial business combination and give rise to increased costsand risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we willneed for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closingsof the other business combinations, which may make it more difficult for us, and delay our ability, to completeour initial business combination. We do not, however, intend to purchase multiple businesses in unrelatedindustries in conjunction with our initial business combination. With multiple business combinations, we couldalso face additional risks, including additional burdens and costs with respect to possible multiple negotiationsand due diligence investigations (if there are multiple sellers) and the additional risks associated with thesubsequent assimilation of the operations and services or products of the acquired companies in a singleoperating business. If we are unable to adequately address these risks, it could negatively impact ourprofitability and results of operations.

We may attempt to complete our initial business combination with a private company about which littleinformation is available, which may result in an initial business combination with a company that is notas profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial businesscombination with a privately held company. Very little public information generally exists about privatecompanies, and we could be required to make our decision on whether to pursue a potential initial businesscombination on the basis of limited information, which may result in an initial business combination with acompany that is not as profitable as we suspected, if at all.

Our management may not be able to maintain control of a target business after our initial businesscombination.

We may structure an initial business combination so that the post-transaction company in which ourpublic stockholders own shares will own less than 100% of the equity interests or assets of a target business, butwe will only complete such business combination if the post-transaction company owns or acquires 50% ormore of the outstanding voting securities of the target or otherwise acquires a controlling interest in the targetsufficient for us not to be required to register as an investment company under the Investment Company Act.We will not consider any transaction that does not meet such criteria. Even if the post-transaction companyowns 50% or more of the voting securities of the target, our stockholders prior to the initial businesscombination may collectively own a minority interest in the post business combination company, depending onvaluations ascribed to the target and us in the initial business combination. For example, we could pursue atransaction in which we issue a substantial number of new shares of Class A common stock in exchange for allof the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target.However, as a result of the issuance of a substantial number of new shares of common stock, our stockholdersimmediately prior to such transaction could own less than a majority of our outstanding shares of common stocksubsequent to such transaction. In addition, other minority stockholders may subsequently combine theirholdings resulting in a single person or group obtaining a larger share of the company’s stock than we initiallyacquired. Accordingly, this may make it more likely that our management will not be able to maintain ourcontrol of the target business. We cannot provide assurance that, upon loss of control of a target business, newmanagement will possess the skills, qualifications or abilities necessary to profitably operate such business.

We do not have a specified maximum redemption threshold. The absence of such a redemption thresholdmay make it possible for us to complete an initial business combination with which a substantial majorityof our stockholders do not agree.

Our amended and restated certificate of incorporation will not provide a specified maximum redemptionthreshold, except we will only redeem our public shares so long as (after such redemption) our net tangibleassets will be at least $5,000,001 either immediately prior to or upon consummation of our initial businesscombination and after payment of underwriters’ fees and commissions (such that we are not subject to theSEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in theagreement relating to our initial business combination. As a result, we may be able to complete our initialbusiness combination even though a substantial majority of our public stockholders do not agree with thetransaction and have redeemed their shares or, if we seek stockholder approval of our initial businesscombination and do not conduct redemptions

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in connection with our initial business combination pursuant to the tender offer rules, have entered into privatelynegotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates. In theevent the aggregate cash consideration we would be required to pay for all shares of Class A common stock thatare validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the termsof the proposed initial business combination exceed the aggregate amount of cash available to us, we will notcomplete the initial business combination or redeem any shares, all shares of Class A common stock submittedfor redemption will be returned to the holders thereof, and we instead may search for an alternate businesscombination.

In order to effectuate an initial business combination, blank check companies have, in the recent past,amended various provisions of their charters and other governing instruments, including their warrantagreements. We cannot assure you that we will not seek to amend our amended and restated certificate ofincorporation or governing instruments in a manner that will make it easier for us to complete our initialbusiness combination that our stockholders may not support.

In order to effectuate an initial business combination, blank check companies have, in the recent past,amended various provisions of their charters and modified governing instruments, including their warrantagreements. For example, blank check companies have amended the definition of business combination,increased redemption thresholds and extended the time to consummate an initial business combination and, withrespect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cashand/or other securities. Amending our amended and restated certificate of incorporation will require theapproval of holders of 65% of our common stock, and amending our warrant agreement will require a vote ofholders of at least a majority of the public warrants (which may include public warrants acquired by our sponsoror its affiliates in this offering or thereafter in the open market). In addition, our amended and restated certificateof incorporation requires us to provide our public stockholders with the opportunity to redeem their publicshares for cash if we propose an amendment to our amended and restated certificate of incorporation (A) tomodify the substance or timing of our obligation to allow redemption in connection with our initial businesscombination or to redeem 100% of our public shares if we do not complete our initial business combinationwithin 24 months from the closing of this offering or (B) with respect to any other provision relating tostockholders’ rights or pre-initial business combination activity.

To the extent any such amendments would be deemed to fundamentally change the nature of anysecurities offered through this registration statement, we would register, or seek an exemption from registrationfor, the affected securities. We cannot assure you that we will not seek to amend our charter or governinginstruments or extend the time to consummate an initial business combination in order to effectuate our initialbusiness combination.

The provisions of our amended and restated certificate of incorporation that relate to our pre-businesscombination activity (and corresponding provisions of the agreement governing the release of funds fromour trust account), including an amendment to permit us to withdraw funds from the trust account suchthat the per share amount investors will receive upon any redemption or liquidation is substantiallyreduced or eliminated, may be amended with the approval of holders of 65% of our common stock, whichis a lower amendment threshold than that of some other blank check companies. It may be easier for us,therefore, to amend our amended and restated certificate of incorporation and the trust agreement tofacilitate the completion of an initial business combination that some of our stockholders may notsupport.

Our amended and restated certificate of incorporation will provide that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of this offering and theprivate placement of warrants into the trust account and not release such amounts except in specifiedcircumstances, and to provide redemption rights to public stockholders as described herein and including topermit us to withdraw funds from the trust account such that the per share amount investors will receive uponany redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreementgoverning the release of funds from our trust account may be amended if approved by holders of 65% of ourcommon stock entitled to vote thereon. In all other instances, our amended and restated certificate ofincorporation may be amended by holders of a majority of our outstanding common stock entitled to votethereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issueadditional securities that can vote on amendments to our amended and restated certificate of incorporation. Ourinitial stockholders, who

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will collectively beneficially own approximately 21.9% of our common stock upon the closing of this offering(including the placement shares and assuming they do not purchase any units in this offering), will participate inany vote to amend our amended and restated certificate of incorporation and/or trust agreement and will havethe discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of ouramended and restated certificate of incorporation which govern our pre-initial business combination behaviormore easily than some other blank check companies, and this may increase our ability to complete an initialbusiness combination with which you do not agree. Our stockholders may pursue remedies against us for anybreach of our amended and restated certificate of incorporation.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will notpropose any amendment to our amended and restated certificate of incorporation (i) to modify the substance ortiming of our obligation to allow redemption in connection with our initial business combination or to redeem100% of our public shares if we do not complete our initial business combination within 24 months from theclosing of this offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initialbusiness combination activity, unless we provide our public stockholders with the opportunity to redeem theirshares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstandingpublic shares. These agreements are contained in a letter agreement that we have entered into with our sponsor,officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and,as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breachof these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholderderivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fundthe operations and growth of a target business, which could compel us to restructure or abandon aparticular business combination.

We have not selected any specific business combination target, but intend to target businesses larger thanwe could acquire with the net proceeds of this offering and the sale of the placement units. As a result, we maybe required to seek additional financing to complete such proposed initial business combination. We cannotassure you that such financing will be available on acceptable terms, if at all. To the extent that additionalfinancing proves to be unavailable when needed to complete our initial business combination, we would becompelled to either restructure the transaction or abandon that particular business combination and seek analternative target business candidate. Further, the amount of additional financing we may be required to obtaincould increase as a result of future growth capital needs for any particular transaction, the depletion of theavailable net proceeds in search of a target business, the obligation to repurchase for cash a significant numberof shares from stockholders who elect redemption in connection with our initial business combination and/or theterms of negotiated transactions to purchase shares in connection with our initial business combination. If weare unable to complete our initial business combination, our public stockholders may receive onlyapproximately $10.00 per share plus any pro rata interest earned on the funds held in the trust account and notpreviously released to us to pay our taxes on the liquidation of our trust account and our warrants will expireworthless. In addition, even if we do not need additional financing to complete our initial business combination,we may require such financing to fund the operations or growth of the target business. The failure to secureadditional financing could have a material adverse effect on the continued development or growth of the targetbusiness. None of our officers, directors, advisors or stockholders is required to provide any financing to us inconnection with or after our initial business combination. If we are unable to complete our initial businesscombination, our public stockholders may only receive approximately $10.00 per share on the liquidation of ourtrust account, and our warrants will expire worthless. Furthermore, as described in the risk factor entitled “Ifthird parties bring claims against us, the proceeds held in the trust account could be reduced and the per-shareredemption amount received by stockholders may be less than $10.00 per share,” under certain circumstancesour public stockholders may receive less than $10.00 per share upon the liquidation of the trust account.

Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote,potentially in a manner that you do not support.

Upon the closing of this offering, our initial stockholders will own shares representing approximately21.9% of our issued and outstanding shares of common stock (including the placement shares and assumingthey do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actionsrequiring a stockholder vote, potentially in a manner that you do not support, including amendments to ouramended and

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restated certificate of incorporation and approval of major corporate transactions. If our initial stockholderspurchase any units in this offering or if our initial stockholders purchase any additional shares of common stockin the aftermarket or in privately negotiated transactions, this would increase their control. Factors that would beconsidered in making such additional purchases would include consideration of the current trading price of ourClass A common stock. In addition, our board of directors, whose members were elected by our initialstockholders, is and will be divided into three classes, each of which will generally serve for a term of threeyears with only one class of directors being elected in each year. We may not hold an annual meeting ofstockholders to elect new directors prior to the completion of our initial business combination, in which case allof the current directors will continue in office until at least the completion of the initial business combination. Ifthere is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the boardof directors will be considered for election and our initial stockholders, because of their ownership position, willhave considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exertcontrol at least until the completion of our initial business combination.

Our sponsor paid an aggregate of $25,000, or approximately $0.004 per founder share, and, accordingly,you will experience immediate and substantial dilution from the purchase of our Class B common stock.

The difference between the public offering price per share (allocating all of the unit purchase price to theClass A common stock and none to the warrant included in the unit) and the pro forma net tangible book valueper share of our Class A common stock after this offering constitutes the dilution to you and the other investorsin this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to thisdilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in theunits, you and the other public stockholders will incur an immediate and substantial dilution of approximately93.1% (or $9.31 per share, assuming no exercise of the underwriters’ over-allotment option), the differencebetween the pro forma net tangible book value per share of $0.69 and the initial offering price of $10.00 perunit. In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securitiesissued or deemed issued in connection with our initial business combination would be disproportionatelydilutive to our Class A common stock.

Our sponsor paid an aggregate of $25,000 for the founder shares, or approximately $0.004 per foundershare. As a result of this low initial price, our sponsor, its affiliates and our management team andadvisors stand to make a substantial profit even if an initial business combination subsequently declinesin value or is unprofitable for our public stockholders.

As a result of the low acquisition cost of our founder shares, our sponsor, its affiliates and ourmanagement team and advisors could make a substantial profit even if we select and consummate an initialbusiness combination with an acquisition target that subsequently declines in value or is unprofitable for ourpublic stockholders. Thus, such parties may have more of an economic incentive for us to enter into an initialbusiness combination with a riskier, weaker-performing or financially unstable business, or an entity lacking anestablished record of revenues or earnings, than would be the case if such parties had paid the full offering pricefor their founder shares.

Unlike many other similarly structured blank check companies, our initial stockholders will receiveadditional shares of Class A common stock if we issue shares to consummate an initial businesscombination.

The founder shares will automatically convert into Class A common stock at the time of our initialbusiness combination on a one-for-one basis, subject to adjustment as provided herein. In the case thatadditional shares of Class A common stock, or equity-linked securities convertible or exercisable for Class Acommon stock, are issued or deemed issued in excess of the amounts offered in this prospectus and related tothe closing of the initial business combination, the ratio at which founder shares shall convert into Class Acommon stock will be adjusted so that the number of Class A common stock issuable upon conversion of allfounder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all outstandingshares of common stock upon completion of the initial business combination, excluding the placement sharesand any shares or equity-linked securities issued, or to be issued, to any seller in the business combination andany private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans madeto us. This is different from most other similarly structured blank check companies in which the initialstockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to theinitial business combination. Additionally, the aforementioned adjustment will not take into account any sharesof Class A common stock redeemed in connection with the business combination. Accordingly, the holders ofthe founder shares could receive additional shares of Class A common

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stock even if the additional shares of Class A common stock, or equity-linked securities convertible orexercisable for Class A common stock, are issued or deemed issued solely to replace those shares that wereredeemed in connection with the business combination. The foregoing may make it more difficult andexpensive for us to consummate an initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrantswith the approval by the holders of at least a majority of the then outstanding public warrants. As aresult, the exercise price of your warrants could be increased, the exercise period could be shortened andthe number of shares of our Class A common stock purchasable upon exercise of a warrant could bedecreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental StockTransfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defectiveprovision, but requires the approval by the holders of at least a majority of the then outstanding public warrantsto make any change that adversely affects the interests of the registered holders of public warrants (which mayinclude public warrants acquired by our sponsor or its affiliates in this offering or thereafter in the open market).Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of atleast a majority of the then outstanding public warrants approve of such amendment. Although our ability toamend the terms of the public warrants with the consent of at least a majority of the then outstanding publicwarrants is unlimited, examples of such amendments could be amendments to, among other things, increase theexercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decreasethe number of shares of our Class A common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you,thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior totheir expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class Acommon stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once thewarrants become exercisable and ending on the third trading day prior to the date on which we give propernotice of such redemption and provided certain other conditions are met. If and when the warrants becomeredeemable by us, we may not exercise our redemption right if the issuance of shares of common stock uponexercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws orwe are unable to effect such registration or qualification. We will use our best efforts to register or qualify suchshares of common stock under the blue sky laws of the state of residence in those states in which the warrantswere offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise yourwarrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) tosell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii)to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, islikely to be substantially less than the market value of your warrants. None of the placement warrants will beredeemable by us so long as they are held by the sponsor or its permitted transferees.

Our warrants and founder shares may have an adverse effect on the market price of our Class Acommon stock and make it more difficult to effectuate our initial business combination.

We will be issuing warrants to purchase 11,000,000 shares of our Class A common stock (or up to12,650,000 shares of Class A common stock if the underwriters’ over-allotment option is exercised in full) aspart of the units offered by this prospectus and, simultaneously with the closing of this offering, we will beissuing an aggregate of 332,500 placement warrants (including if the over-allotment option is exercised in full).Our initial stockholders currently own an aggregate of 6,325,000 founder shares. The founder shares areconvertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forthherein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may beconvertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initialbusiness combination. The units would be identical to the placement units. To the extent we issue shares ofClass A common stock to effectuate an initial business combination, the potential for the issuance of asubstantial number of additional shares of Class A common

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stock upon exercise of these warrants and conversion rights could make us a less attractive businesscombination vehicle to a target business. Any such issuance will increase the number of issued and outstandingshares of our Class A common stock and reduce the value of the shares of Class A common stock issued tocomplete the initial business combination. Therefore, our warrants and founder shares may make it moredifficult to effectuate an initial business combination or increase the cost of acquiring the target business.

The placement warrants included in the placement units are identical to the warrants sold as part of theunits in this offering except that, so long as they are held by our sponsor or its permitted transferees, (i) they willnot be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of thesewarrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30days after the completion of our initial business combination and (iii) they may be exercised by the holders on acashless basis.

Because each unit contains one-half of one redeemable warrant and only a whole warrant may beexercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one redeemable warrant. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units,you will not be able to receive or trade a whole warrant. This is different from other offerings similar to ourswhose units include one share of common stock and one warrant to purchase one whole share. We haveestablished the components of the units in this way in order to reduce the dilutive effect of the warrants uponcompletion of an initial business combination since the warrants will be exercisable in the aggregate for one halfof the number of shares compared to units that each contain a warrant to purchase one whole share, thus makingus, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure maycause our units to be worth less than if they included a warrant to purchase one whole share.

A provision of our warrant agreement may make it more difficult for use to consummate an initialbusiness combination.

Unlike most blank check companies, if

(i) we issue additional shares of Class A common stock or equity-linked securities for capital raisingpurposes in connection with the closing of our initial business combination at a Newly Issued Priceof less than $9.20 per share;

(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equityproceeds, and interest thereon, available for the funding of our initial business combination on thedate of the consummation of our initial business combination (net of redemptions), and

(iii) the Market Value is below $9.20 per share,

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the MarketValue and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to thenearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may makeit more difficult for us to consummate an initial business combination with a target business.

The determination of the offering price of our units and the size of this offering is more arbitrary thanthe pricing of securities and size of an offering of an operating company in a particular industry. Youmay have less assurance, therefore, that the offering price of our units properly reflects the value of suchunits than you would have in a typical offering of an operating company.

Prior to this offering there has been no public market for any of our securities. The public offering price ofthe units and the terms of the warrants were negotiated between us and the underwriters. In determining the sizeof this offering, management held customary organizational meetings with representatives of the underwriters,both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amountthe underwriters believed they reasonably could raise on our behalf. Factors considered in determining the sizeof this offering, prices and terms of the units, including the Class A common stock and warrants underlying theunits, include:

• the history and prospects of companies whose principal business is the acquisition of othercompanies;

• prior offerings of those companies;

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• our prospects for acquiring an operating business;

• a review of debt to equity ratios in leveraged transactions;

• our capital structure;

• an assessment of our management and their experience in identifying operating companies;

• general conditions of the securities markets at the time of this offering; and

• other factors as were deemed relevant.

Although these factors were considered, the determination of our offering price is more arbitrary than thepricing of securities of an operating company in a particular industry since we have no historical operations orfinancial results.

There is currently no market for our securities and a market for our securities may not develop, whichwould adversely affect the liquidity and price of our securities.

There is currently no market for our securities. Stockholders therefore have no access to informationabout prior market history on which to base their investment decision. Following this offering, the price of oursecurities may vary significantly due to one or more potential business combinations and general market oreconomic conditions. Furthermore, an active trading market for our securities may never develop or, ifdeveloped, it may not be sustained. You may be unable to sell your securities unless a market can be establishedand sustained.

Because we must furnish our stockholders with target business financial statements, we may lose theability to complete an otherwise advantageous initial business combination with some prospective targetbusinesses.

The federal proxy rules require that a proxy statement with respect to a vote on an initial businesscombination meeting certain financial significance tests include historical and/or pro forma financial statementdisclosure in periodic reports. We will include the same financial statement disclosure in connection with ourtender offer documents, whether or not they are required under the tender offer rules. These financial statementsmay be required to be prepared in accordance with, or be reconciled to, accounting principles generallyaccepted in the United States of America, or GAAP, or international financial reporting standards as issued bythe International Accounting Standards Board, or IFRS, depending on the circumstances and the historicalfinancial statements may be required to be audited in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit thepool of potential target businesses we may acquire because some targets may be unable to provide suchfinancial statements in time for us to disclose such statements in accordance with federal proxy rules andcomplete our initial business combination within the prescribed time frame.

We are an emerging growth company and a smaller reporting company within the meaning of theSecurities Act, and if we take advantage of certain exemptions from disclosure requirements available toemerging growth companies and smaller reporting companies, this could make our securities lessattractive to investors and may make it more difficult to compare our performance with other publiccompanies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by theJOBS Act, and we may take advantage of certain exemptions from various reporting requirements that areapplicable to other public companies that are not emerging growth companies including, but not limited to, notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation andstockholder approval of any golden parachute payments not previously approved. As a result, our stockholdersmay not have access to certain information they may deem important. We could be an emerging growthcompany for up to five years, although circumstances could cause us to lose that status earlier, including if themarket value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 beforethat time, in which case we would no longer be an emerging growth company as of the following December 31.We cannot predict whether investors will find our securities less attractive because we will rely on theseexemptions. If some investors find our securities less attractive as a result of our reliance on

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these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may bea less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required tocomply with new or revised financial accounting standards until private companies (that is, those that have nothad a Securities Act registration statement declared effective or do not have a class of securities registered underthe Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBSAct provides that a company can elect to opt out of the extended transition period and comply with therequirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.We have elected not to opt out of such extended transition period, which means that when a standard is issued orrevised and it has different application dates for public or private companies, we, as an emerging growthcompany, can adopt the new or revised standard at the time private companies adopt the new or revisedstandard. This may make comparison of our financial statements with another public company which is neitheran emerging growth company nor an emerging growth company which has opted out of using the extendedtransition period difficult or impossible because of the potential differences in accountant standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, amongother things, providing only two years of audited financial statements. We will remain a smaller reportingcompany until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100million during such completed fiscal year and the market value of our common stock held by non-affiliatesexceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosureobligations, it may also make comparison of our financial statements with other public companies difficult orimpossible.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate ourinitial business combination, require substantial financial and management resources, and increase thetime and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internalcontrols beginning with our Annual Report on Form 10-K for the year ending December 31, 2020. Only in theevent we are deemed to be a large accelerated filer or an accelerated filer will we be required to comply with theindependent registered public accounting firm attestation requirement on our internal control over financialreporting. Further, for as long as we remain an emerging growth company, we will not be required to complywith the independent registered public accounting firm attestation requirement on our internal control overfinancial reporting. The fact that we are a blank check company makes compliance with the requirements of theSarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a targetcompany with which we seek to complete our initial business combination may not be in compliance with theprovisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of theinternal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the timeand costs necessary to complete any such business combination.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit atakeover of us, which could limit the price investors might be willing to pay in the future for our Class Acommon stock and could entrench management.

Our amended and restated certificate of incorporation will contain provisions that may discourageunsolicited takeover proposals that stockholders may consider to be in their best interests. These provisionsinclude a staggered board of directors and the ability of the board of directors to designate the terms of and issuenew series of preferred shares, which may make the removal of management more difficult and may discouragetransactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent achange of control. Together these provisions may make the removal of management more difficult and maydiscourage transactions that otherwise could involve payment of a premium over prevailing market prices forour securities.

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Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law,that derivative actions brought in our name, actions against our directors, officers, other employees orstockholders for breach of fiduciary duty and other similar actions may be brought only in the Court ofChancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suitwill be deemed to have consented to service of process on such stockholder’s counsel, which may have theeffect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law,that derivative actions brought in our name, actions against our directors, officers, other employees orstockholders for breach of fiduciary duty and other similar actions may be brought only in the Court ofChancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will bedeemed to have consented to service of process on such stockholder’s counsel except any action (A) as to whichthe Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to thejurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdictionof the Court of Chancery within ten days following such determination), (B) which is vested in the exclusivejurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does nothave subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court ofChancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Anyperson or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed tohave notice of and consented to the forum provisions in our amended and restated certificate of incorporation.This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it findsfavorable for disputes with us or any of our directors, officers, other employees or stockholders, which maydiscourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waivedour compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a courtwere to find the choice of forum provision contained in our amended and restated certificate of incorporation tobe inapplicable or unenforceable in an action, we may incur additional costs associated with resolving suchaction in other jurisdictions, which could harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation will provide that the exclusive forum provision willbe applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusivefederal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or therules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought toenforce any duty or liability created by the Exchange Act or any other claim for which the federal courts haveexclusive jurisdiction.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operationaldisruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applicationsand services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on,or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or thecloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive orconfidential data. As an early stage company without significant investments in data security protection, wemay not be sufficiently protected against such occurrences. We may not have sufficient resources to adequatelyprotect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any ofthese occurrences, or a combination of them, could have adverse consequences on our business and lead tofinancial loss.

If we effect our initial business combination with a company with operations or opportunities outside ofthe United States, we would be subject to a variety of additional risks that may negatively impact ouroperations.

If we effect our initial business combination with a company with operations or opportunities outside ofthe United States, we would be subject to any special considerations or risks associated with companiesoperating in an international setting, including any of the following:

• higher costs and difficulties inherent in managing cross-border business operations and complyingwith different commercial and legal requirements of overseas markets;

• rules and regulations regarding currency redemption;

• complex corporate withholding taxes on individuals;

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• laws governing the manner in which future business combinations may be effected;

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

• longer payment cycles and challenges in collecting accounts receivable;

• tax issues, including but not limited to tax law changes and variations in tax laws as compared to theUnited States;

• currency fluctuations and exchange controls;

• rates of inflation;

• cultural and language differences;

• employment regulations;

• crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

• deterioration of political relations with the United States; and

• government appropriations of assets.

We may not be able to adequately address these additional risks. If we were unable to do so, ouroperations might suffer, which may adversely impact our results of operations and financial condition.

We may face risks related to businesses in the financial services industry or businesses providingtechnology services to the financial industry.

Business combinations with businesses in the financial services industry or businesses providingtechnology services to the financial industry may involve special considerations and risks. If we complete ourinitial business combination with a businesses in the financial services industry or businesses providingtechnology services to the financial industry, we will be subject to the following risks, any of which could bedetrimental to us and the business we acquire:

• If the company or business we acquire provides products or services which relate to the facilitationof financial transactions, such as funds or securities settlement system, and such product or servicefails or is compromised, we may be subject to claims from both the firms to whom we provide ourproducts and services and the clients they serve;

• If we are unable to keep pace with evolving technology and changes in the financial servicesindustry, our revenues and future prospects may decline;

• Our ability to provide financial technology products and services to customers may be reduced oreliminated by regulatory changes;

• Any business or company we acquire could be vulnerable to cyberattack or theft of individualidentities or personal data;

• Difficulties with any products or services we provide could damage our reputation and business;

• A failure to comply with privacy regulations could adversely affect relations with customers andhave a negative impact on business;

• We may not be able to protect our intellectual property and we may be subject to infringementclaims.

Any of the foregoing could have an adverse impact on our operations following a business combination.However, our efforts in identifying prospective target businesses will not be limited to businesses in thefinancial services industry or businesses providing technology services to the financial industry. Accordingly, ifwe acquire a target business in another industry, these risks will likely not affect us and we will be subject toother risks attendant with the specific industry in which we operate or target business which we acquire, none ofwhich can be presently ascertained.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute “forward-looking statements” for purposes of thefederal securities laws. Our forward-looking statements include, but are not limited to, statements regarding ouror our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,any statements that refer to projections, forecasts or other characterizations of future events or circumstances,including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”“project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absenceof these words does not mean that a statement is not forward-looking. Forward-looking statements in thisprospectus may include, for example, statements about:

• our ability to select an appropriate target business or businesses in the financial services industry orbusinesses providing technology services to the financial industry;

• our ability to complete our initial business combination in the financial services industry orbusinesses providing technology services to the financial industry;

• our expectations around the performance of the prospective target business or businesses in thefinancial services industry or businesses providing technology services to the financial industry;

• our success in retaining or recruiting, or changes required in, our officers, key employees ordirectors following our initial business combination;

• our officers, directors allocating their time to other businesses and potentially having conflicts ofinterest with our business or in approving our initial business combination, as a result of which theywould then receive expense reimbursements;

• our potential ability to obtain additional financing to complete our initial business combination;

• our pool of prospective target businesses in the financial services industry or businesses providingtechnology services to the financial industry;

• the ability of our officers, directors and advisors to generate a number of potential acquisitionopportunities;

• our public securities’ potential liquidity and trading;

• the lack of a market for our securities;

• the use of proceeds not held in the trust account or available to us from interest income on the trustaccount balance;

• the trust account not being subject to claims of third parties; or

• our financial performance following this offering.

The forward-looking statements contained in this prospectus are based on our current expectations andbeliefs concerning future developments and their potential effects on us. There can be no assurance that futuredevelopments affecting us will be those that we have anticipated. These forward-looking statements involve anumber of risks, uncertainties (some of which are beyond our control) or other assumptions that may causeactual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described underthe section of this prospectus entitled “Risk Factors.” Should one or more of these risks or uncertaintiesmaterialize, or should any of our assumptions prove incorrect, actual results may vary in material respects fromthose projected in these forward-looking statements. We undertake no obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise, except as maybe required under applicable securities laws.

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USE OF PROCEEDS

We are offering 22,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceedsof this offering together with the funds we will receive from the sale of the placement units will be used as setforth in the following table.

WithoutOver-Allotment

Option

Over-Allotment Option Fully

Exercised

Gross proceeds Gross proceeds from units offered to public(1) $220,000,000 $ 253,000,000 Gross proceeds from placement units offered in the private placement 6,650,000 6,650,000 Total gross proceeds $226,650,000 $ 259,650,000

Offering expenses(2) Underwriting commissions (2% of gross proceeds from units offered to

public, excluding deferred portion)(3) $ 4,400,000 $ 4,400,000 Legal fees and expenses 250,000 250,000 Accounting fees and expenses 32,000 32,000 SEC/FINRA Expenses 71,290 71,290 Travel and road show 25,000 25,000 Nasdaq listing and filing fees 75,000 75,000 Director and Officer liability insurance premiums 125,000 125,000 Printing and engraving expenses 40,000 40,000 Miscellaneous 131,710 131,710 Total offering expenses (excluding underwriting commissions) $ 750,000 $ 750,000 Proceeds after offering expenses $221,500,000 $ 254,500,000 Held in trust account(3) $220,000,000 $ 253,000,000 % of public offering size 100% 100%Not held in trust account $ 1,500,000 $ 1,500,000

The following table shows the use of the approximately $1,500,000 of net proceeds not held in the trustaccount.(4)

Amount % of TotalLegal, accounting, due diligence, travel, and other expenses in connection

with any business combination(5) $ 960,000 64.0%Legal and accounting fees related to regulatory reporting obligations 150,000 10.0%Payment for office space, utilities and secretarial and administrative support

($10,000 per month for up to 24 months) 240,000 16.0%Working capital to cover miscellaneous expenses 150,000 10.0%Total $ 1,500,000 100.0%

____________

(1) Includes amounts payable to public stockholders who properly redeem their shares in connection with our successfulcompletion of our initial business combination.

(2) A portion of the offering expenses will be paid from the proceeds of loans from our sponsor of up to $300,000 asdescribed in this prospectus. As of September 30, 2019, we had borrowed $56,327 (of up to $300,000 available to us)under the promissory note with our sponsor to be used for a portion of the expenses of this offering. These amountswill be repaid upon completion of this offering out of the $750,000 of offering proceeds that has been allocated forthe payment of offering expenses (other than underwriting commissions). In the event that offering expenses are morethan as set forth in this table, they will be repaid using a portion of the $1,500,000 of offering proceeds not held in thetrust account and set aside for post-closing working capital expenses. In the event that offering expenses are less thanset forth in this table, any such amounts will be used for post-closing working capital expenses.

(3) The underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering.If the underwriters’ over-allotment option is exercised, 5.5% of the gross proceeds from the over-allotment ($0.55 perunit or up to $1,815,000 in the aggregate) will be deposited in the trust account as deferred underwritingcommissions. Upon completion of our initial business combination, $7,700,000, which constitutes the underwriters’deferred commissions (or $9,515,000 if the underwriters’ over-allotment option is exercised in full) will be paid to theunderwriters from

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the funds held in the trust account, and the remaining funds, less amounts released to the trustee to pay redeemingstockholders, will be released to us and can be used to pay all or a portion of the purchase price of the business orbusinesses with which our initial business combination occurs or for general corporate purposes, including paymentof principal or interest on indebtedness incurred in connection with our initial business combination, to fund thepurchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued onthe deferred underwriting discounts and commissions.

(4) These expenses are estimates only. Our actual expenditures for some or all of these items may differ from theestimates set forth herein. For example, we may incur greater legal and accounting expenses than our currentestimates in connection with negotiating and structuring our initial business combination based upon the level ofcomplexity of such business combination. In the event we identify an initial business combination target in a specificindustry subject to specific regulations, we may incur additional expenses associated with legal due diligence and theengagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage anumber of consultants to assist with legal and financial due diligence. We do not anticipate any change in ourintended use of proceeds, other than fluctuations among the current categories of allocated expenses, whichfluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be availablefor our expenses.

(5) Includes estimated amounts that may also be used in connection with our initial business combination to fund a “noshop” provision and commitment fees for financing.

Of the net proceeds of this offering and the sale of the placement units, $220,000,000 (or $253,000,000 ifthe underwriters’ over-allotment option is exercised in full), including $7,700,000 (or $9,515,000 if theunderwriters’ over-allotment option is exercised in full) of deferred underwriting commissions, will be placed ina trust account in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & TrustCompany acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 180days or less or in money market funds meeting certain conditions under Rule 2a-7 under the InvestmentCompany Act which invest only in direct U.S. government treasury obligations. We estimate that the pre-taxinterest earned on the trust account will be approximately $3,080,000 per year, assuming an interest rate of1.4% per year; however, we can provide no assurance regarding this amount. Except with respect to interestearned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceedsfrom this offering and the sale of the placement units will not be released from the trust account until the earliestto occur of: (a) the completion of our initial business combination, (b) the redemption of any public sharesproperly submitted in connection with a stockholder vote to amend our amended and restated certificate ofincorporation (A) to modify the substance or timing of our obligation to allow redemption in connection withour initial business combination or to redeem 100% of our public shares if we do not complete our initialbusiness combination within 24 months from the closing of this offering or (B) with respect to any otherprovision relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption ofour public shares if we are unable to complete our initial business combination within 24 months from theclosing of this offering, subject to applicable law.

The net proceeds held in the trust account may be used as consideration to pay the sellers of a targetbusiness with which we ultimately complete our initial business combination. If our initial businesscombination is paid for using equity or debt securities, or not all of the funds released from the trust account areused for payment of the consideration in connection with our initial business combination, we may apply thebalance of the cash released from the trust account for general corporate purposes, including for maintenance orexpansion of operations of the post-transaction company, the payment of principal or interest due onindebtedness incurred in completing our initial business combination, to fund the purchase of other companiesor for working capital. There is no limitation on our ability to raise funds privately or through loans inconnection with our initial business combination.

We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which suchproceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of atarget business in connection with an indication of interest, we intend to undertake in-depth due diligence,depending on the circumstances of the relevant prospective business combination, only after we have negotiatedand signed a letter of intent or other preliminary agreement that addresses the terms of an initial businesscombination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating aninitial business combination is less than the actual amount necessary to do so, we may be required to raiseadditional capital, the amount, availability and cost of which is currently unascertainable. If we are required toseek additional capital, we could seek such additional capital through loans or additional investments from oursponsor, members of our management team or their affiliates, but such persons are not under any obligation toadvance funds to, or invest in, us.

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Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000 permonth for office space, utilities and secretarial and administrative support. Upon completion of our initialbusiness combination or our liquidation, we will cease paying these monthly fees.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for aportion of the expenses of this offering. As of September 30, 2019, we had borrowed $56,327 under thepromissory note with our sponsor to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of March 30, 2020 or the closing of this offering. The loanwill be repaid upon the closing of this offering out of the offering proceeds not held in the trust account.

In addition, in order to finance transaction costs in connection with an intended initial businesscombination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are notobligated to, loan us funds as may be required. If we complete our initial business combination, we would repaysuch loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would berepaid only out of funds held outside the trust account. In the event that our initial business combination doesnot close, we may use a portion of the working capital held outside the trust account to repay such loanedamounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender, uponconsummation of our initial business combination. The units would be identical to the placement units. Theterms of such loans by our officers and directors, if any, have not been determined and no written agreementsexist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or anaffiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiveragainst any and all rights to seek access to funds in our trust account.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, initialstockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial businesscombination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors ortheir affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.However, they have no current commitments, plans or intentions to engage in such transactions and have notformulated any terms or conditions for any such transactions. If they engage in such transactions, they will notmake any such purchases when they are in possession of any material nonpublic information not disclosed tothe seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currentlyanticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under theExchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;however, if the purchasers determine at the time of any such purchases that the purchases are subject to suchrules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.None of the funds held in the trust account will be used to purchase shares or public warrants in suchtransactions prior to completion of our initial business combination. See “Proposed Business — Permittedpurchases of our securities” for a description of how our sponsor, initial stockholders, directors, officers,advisors or any of their affiliates will select which stockholders to purchase securities from in any privatetransaction.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial businesscombination and thereby increase the likelihood of obtaining stockholder approval of the initial businesscombination or to satisfy a closing condition in an agreement with a target that requires us to have a minimumnet worth or a certain amount of cash at the closing of our initial business combination, where it appears thatsuch requirement would otherwise not be met. The purpose of any such purchases of public warrants could be toreduce the number of public warrants outstanding or to vote such warrants on any matters submitted to thewarrantholders for approval in connection with our initial business combination. Any such purchases of oursecurities may result in the completion of our initial business combination that may not otherwise have beenpossible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock orwarrants may be reduced and the number of beneficial holders of our securities may be reduced, which maymake it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securitiesexchange.

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We will only redeem our public shares so long as (after such redemption) our net tangible assets will be atleast $5,000,001 either immediately prior to or upon consummation of our initial business combination and afterpayment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules)and the agreement for our initial business combination may require as a closing condition that we have aminimum net worth or a certain amount of cash. If too many public stockholders exercise their redemptionrights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, wewould not proceed with the redemption of our public shares or the initial business combination, and instead maysearch for an alternate business combination.

A public stockholder will be entitled to receive funds from the trust account only upon the earliest tooccur of: (i) our completion of an initial business combination, (ii) the redemption of any public shares properlysubmitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation(A) to modify the substance or timing of our obligation to allow redemption in connection with our initialbusiness combination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 24 months from the closing of this offering or (B) with respect to any other provisionrelating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of our publicshares if we are unable to complete our initial business combination within 24 months following the closing ofthis offering, subject to applicable law and as further described herein and any limitations (including but notlimited to cash requirements) created by the terms of the proposed initial business combination. In no othercircumstances will a public stockholder have any right or interest of any kind to or in the trust account.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which theyhave agreed to waive their redemption rights with respect to any founder shares and their placement shares andany public shares held by them in connection with the completion of our initial business combination. Inaddition, our initial stockholders have agreed to waive their rights to liquidating distributions from the trustaccount with respect to any founder shares held by them if we fail to complete our initial business combinationwithin the prescribed time frame. However, if our sponsor or any of our officers, directors or affiliates acquirespublic shares in or after this offering, they will be entitled to liquidating distributions from the trust account withrespect to such public shares if we fail to complete our initial business combination within the prescribed timeframe.

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DIVIDEND POLICY

We have not paid any cash dividends on our common stock to date and do not intend to pay cashdividends prior to the completion of our initial business combination. The payment of cash dividends in thefuture will be dependent upon our revenues and earnings, if any, capital requirements and general financialcondition subsequent to completion of our initial business combination. Further, if we incur any indebtedness inconnection with our initial business combination, our ability to declare dividends may be limited by restrictivecovenants we may agree to in connection therewith. In connection with our increasing the size of the offering,we effected a stock dividend with respect to our Class B common stock immediately prior to the consummationof the offering in such amount as to maintain the ownership of our initial stockholders at 20.0% of the issuedand outstanding shares of our common stock (excluding the placement units and underlying securities) upon theconsummation of this offering.

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DILUTION

The difference between the public offering price per share of Class A common stock, assuming no valueis attributed to the warrants included in the units we are offering pursuant to this prospectus or the placementwarrants, and the pro forma net tangible book value per share of our Class A common stock after this offeringconstitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associatedwith the sale and exercise of warrants, including the placement warrants, which would cause the actual dilutionto the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible bookvalue per share is determined by dividing our net tangible book value, which is our total tangible assets lesstotal liabilities (including the value of Class A common stock which may be redeemed for cash), by the numberof outstanding shares of our Class A common stock.

At September 30, 2019, our net tangible book deficit was ($107,383), or approximately $(0.02) per shareof common stock. After giving effect to the sale of 22,000,000 shares of Class A common stock included in theunits we are offering by this prospectus (or 25,300,000 shares of Class A common stock if the underwriters’over-allotment option is exercised in full), the sale of the placement units and the deduction of underwritingcommissions and estimated expenses of this offering, our pro forma net tangible book value at September 30,2019 would have been $5,000,010 or approximately $0.69 per share (or $0.60 per share if the underwriters’over-allotment option is exercised in full), representing an immediate increase in net tangible book value (asdecreased by the value of the approximately 20,882,399 shares of Class A common stock that may be redeemedfor cash, or 24,000,899 shares of Class A common stock if the underwriters’ over-allotment option is exercisedin full) of $0.71 per share (or $0.62 per share if the underwriters’ over-allotment option is exercised in full) toour initial stockholders as of the date of this prospectus and an immediate dilution of $10.00 per share or 100%to our public stockholders not exercising their redemption rights. Total dilution to public stockholders from thisoffering will be $9.31 per share (or $9.40 if the underwriters’ over-allotment option is exercised in full).

The following table illustrates the dilution to the public stockholders on a per-share basis, assuming novalue is attributed to the warrants included in the units or the placement warrants:

No exercise of over-allotment

option

Exercise of over-allotment option in full

Public offering price $ 10.00 $ 10.00 Net tangible book value before this offering $ (0.02) (0.02) Increase attributable to public stockholders and sale of the

placement units 0.71 0.62

Pro forma net tangible book value after this offering 0.69 0.60 Dilution to public stockholders 9.31 9.40 Percentage of dilution to public stockholders 93.10% 94.00%

For purposes of presentation, we have reduced our pro forma net tangible book value after this offering(assuming no exercise of the underwriters’ over-allotment option) by $208,823,990 because holders of up toapproximately 94.9% of our public shares may redeem their shares for a pro rata share of the aggregate amountthen on deposit in the trust account at a per share redemption price equal to the amount in the trust account asset forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust twodays prior to the commencement of our tender offer or stockholders meeting, including interest earned on thefunds held in the trust account and not previously released to us to pay our taxes), divided by the number ofshares of Class A common stock sold in this offering.

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The following table sets forth information with respect to our initial stockholders and the publicstockholders:

Shares Purchased Total Consideration Average Price Per Share Number Percentage Amount Percentage

Initial Stockholders(1) 5,500,000 19.53% $ 25,000 0.01% $ 0.005Placement shares 665,000 2.36% 6,650,000 2.93% $ 10.000Public Stockholders 22,000,000 78.11% 220,000,000 97.06% $ 10.000 28,165,000 100.0% $ 226,675,000 100.00%

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(1) Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of750,000 shares of Class B common stock held by our sponsor.

The pro forma net tangible book value per share after the offering is calculated as follows:

Without

Over-allotment With

Over-allotment

Numerator: Net tangible book deficit before this offering $ (107,383) $ (107,383)Net proceeds from this offering and sale of the placement units, net of

expenses(1) 221,500,000 254,500,000 Plus: Offering costs paid in advance, excluded from tangible book value 131,383 131,383 Less: Deferred underwriting commissions (7,700,000) (9,515,000)Less: Proceeds held in trust subject to redemption to maintain net tangible

assets of $5,000,001(2) (208,823,990) (240,008,990) $ 5,000,010 $ 5,000,010

Without

Over-allotment With

Over-allotment

Denominator: Shares of Class B common stock outstanding prior to this offering 6,325,000 6,325,000 Shares of Class B common stock forfeited if over-allotment is not exercised (825,000) — Shares of Class A common stock included in the units offered 22,000,000 25,300,000 Shares of common stock included in the placement units issued 665,000 665,000 Less: Shares subject to redemption (20,882,399) (24,000,899) 7,282,601 8,289,101

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(1) Expenses applied against gross proceeds include offering expenses of $750,000 and underwriting commissions of$4,000,000 (excluding deferred underwriting fees). See “Use of Proceeds.”

(2) If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors,executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiatedtransactions or in the open market either prior to or following the completion of our initial business combination. Inthe event of any such purchases of our shares prior to the completion of our initial business combination, the numberof shares of Class A common stock subject to redemption will be reduced by the amount of any such purchases,increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial BusinessCombination — Permitted Purchases of Our Securities.”

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CAPITALIZATION

The following table sets forth our capitalization at September 30, 2019, and as adjusted to give effect tothe sale of our units in this offering and the sale of the placement units and the application of the estimated netproceeds derived from the sale of such securities, assuming no exercise by the underwriters of its over-allotmentoption:

September 30, 2019

Actual As Adjusted

Notes payable to related party(1) $ 56,327 — Deferred underwriting commissions — 7,700,000 Class A common stock, $0.0001 par value, 100,000,000 shares authorized; -0-

and 20,882,399 shares are subject to possible redemption, respectively(2) — 208,823,990 Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and

outstanding, actual and as adjusted — — Class A common stock, $0.0001 par value, 100,000,000 shares authorized; -0-

and 1,782,601 shares issued and outstanding (excluding -0- and 20,882,399shares subject to possible redemption), actual and as adjusted, respectively(3) — 178

Class B common stock, $0.0001 par value, 10,000,000 shares authorized,6,325,000 and 5,500,000 shares issued and outstanding, actual and as adjusted,respectively 633 550

Additional paid-in capital 24,367 5,000,282 Accumulated deficit (1,000) (1,000)Total stockholders’ equity $ 24,000 5,000,010 Total capitalization $ 80,327 221,524,000

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(1) Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. The “asadjusted” information gives effect to the repayment of any loans made under this note out of the proceeds from thisoffering and the sale of the placement units. As of September 30, 2019, we had borrowed $56,327 under thepromissory note with our sponsor to be used for a portion of the expenses of this offering.

(2) Upon the completion of our initial business combination, we will provide our stockholders with the opportunity toredeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trustaccount as of two business days prior to the consummation of the initial business combination including interestearned on the funds held in the trust account and not previously released to us to pay our taxes, subject to thelimitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 and anylimitations (including, but not limited to, cash requirements) created by the terms of the proposed initial businesscombination.

(3) Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted amount assumes noexercise of the underwriters’ over-allotment option.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose ofeffecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses. While our efforts to identify a target business is not limited to anyparticular industry or region, we intend to focus our search for prospects within the financial services andFinTech industry with an equity value of approximately $500 million to $1,500 million. We have not selectedany specific business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. We intend to effectuate ourinitial business combination using cash from the proceeds of this offering and the private placement of theplacement units, the proceeds of the sale of our shares in connection with our initial business combination(pursuant to backstop agreements we may enter into following the consummation of this offering or otherwise),shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or acombination of the foregoing.

The issuance of additional shares in connection with an initial business combination to the owners of thetarget or other investors:

• may significantly dilute the equity interest of investors in this offering, which dilution wouldincrease if the anti-dilution provisions in the Class B common stock resulted in the issuance of ClassA shares on a greater than one-to-one basis upon conversion of the Class B common stock;

• may subordinate the rights of holders of our common stock if preferred stock is issued with rightssenior to those afforded our common stock;

• could cause a change in control if a substantial number of shares of our common stock is issued,which may affect, among other things, our ability to use our net operating loss carry forwards, ifany, and could result in the resignation or removal of our present officers and directors;

• may have the effect of delaying or preventing a change of control of us by diluting the stockownership or voting rights of a person seeking to obtain control of us; and

• may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or theowners of a target, it could result in:

• default and foreclosure on our assets if our operating revenues after an initial business combinationare insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interestpayments when due if we breach certain covenants that require the maintenance of certain financialratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable ondemand;

• our inability to obtain necessary additional financing if the debt security contains covenantsrestricting our ability to obtain such financing while the debt security is outstanding;

• our inability to pay dividends on our common stock;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which willreduce the funds available for dividends on our common stock if declared, our ability to payexpenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in theindustry in which we operate;

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• increased vulnerability to adverse changes in general economic, industry and competitive conditionsand adverse changes in government regulation;

• limitations on our ability to borrow additional amounts for expenses, capital expenditures,acquisitions, debt service requirements, and execution of our strategy; and

• other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements, at September 30, 2019, we had 708 of cash anddeferred offering costs of $131,383. Further, we expect to continue to incur significant costs in the pursuit of ourinitial business combination plans. We cannot assure you that our plans to raise capital or to complete our initialbusiness combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities sinceinception have been organizational activities and those necessary to prepare for this offering. Following thisoffering, we will not generate any operating revenues until after completion of our initial business combination.We will generate non-operating income in the form of interest income on cash and cash equivalents after thisoffering. There has been no significant change in our financial or trading position and no material adversechange has occurred since the date of our audited financial statements. After this offering, we expect to incurincreased expenses as a result of being a public company (for legal, financial reporting, accounting and auditingcompliance), as well as expenses as we conduct due diligence on prospective business combination candidates.We expect our expenses to increase substantially after the closing of this offering.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to the completion of this offering through a capitalcontribution from our sponsor of $25,000 for the founder shares and up to $300,000 in loans available from oursponsor under an unsecured promissory note. We estimate that the net proceeds from (i) the sale of the units inthis offering, after deducting offering expenses of approximately $750,000, underwriting commissions of$4,400,000 including if the underwriters’ over-allotment option is exercised in full) (excluding deferredunderwriting commissions of $7,700,000 (or $9,515,000 if the underwriters’ over-allotment option is exercisedin full)), and (ii) the sale of the placement units for a purchase price of $6,650,000, will be $221,500,000 (or$254,500,000 if the underwriters’ over-allotment option is exercised in full). Of this amount, $220,000,000 (or$253,000,000 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account,which includes $7,700,000 (or $9,515,000 if the underwriters’ over-allotment option is exercised in full) ofdeferred underwriting commissions. The proceeds held in the trust account will be invested only in U.S.government treasury obligations with a maturity of 180 days or less or in money market funds meeting certainconditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. governmenttreasury obligations. The remaining approximately $1,500,000 will not be held in the trust account. In the eventthat our offering expenses exceed our estimate of $750,000, we may fund such excess with funds not to be heldin the trust account. In such case, the amount of funds we intend to be held outside the trust account woulddecrease by a corresponding amount. Conversely, in the event that the offering expenses are less than ourestimate of $750,000, the amount of funds we intend to be held outside the trust account would increase by acorresponding amount.

We intend to use substantially all of the funds held in the trust account, including any amountsrepresenting interest earned on the trust account (less deferred underwriting commissions), to complete ourinitial business combination. We may withdraw interest to pay taxes. We estimate our annual franchise taxobligations, based on the number of shares of our common stock authorized and outstanding after thecompletion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable byus as a Delaware corporation per annum, which we may pay from funds from this offering held outside of thetrust account or from interest earned on the funds held in our trust account and released to us for this purpose.Our annual income tax obligations will depend on the amount of interest and other income earned on theamounts held in the trust account. We expect the interest earned on the amount in the trust account will besufficient to pay our income taxes. To the extent that our capital stock or debt is used, in whole or in part, asconsideration to complete our initial business combination, the remaining proceeds held in the trust account willbe used as working capital to finance the operations of the target business or businesses, make other acquisitionsand pursue our growth strategies.

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Prior to the completion of our initial business combination, we will have available to us the approximately$1,500,000 of proceeds held outside the trust account. We will use these funds to identify and evaluate targetbusinesses, perform business due diligence on prospective target businesses, travel to and from the offices,plants or similar locations of prospective target businesses or their representatives or owners, review corporatedocuments and material agreements of prospective target businesses, and structure, negotiate and complete aninitial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intendedinitial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directorsmay, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,we would repay such loaned amounts. In the event that our initial business combination does not close, we mayuse a portion of the working capital held outside the trust account to repay such loaned amounts but no proceedsfrom our trust account would be used for such repayment Up to $1,500,000 of such loans may be convertibleinto units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial businesscombination. The units would be identical to the placement units. The terms of such loans by our officers anddirectors, if any, have not been determined and no written agreements exist with respect to such loans. We donot expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believethird parties will be willing to loan such funds and provide a waiver against any and all rights to seek access tofunds in our trust account.

We expect our primary liquidity requirements during that period to include approximately $960,000 forlegal, accounting, due diligence, travel and other expenses in connection with business combinations; $150,000for legal and accounting fees related to regulatory reporting requirements; $240,000 for office space, utilitiesand secretarial and administrative support; and approximately $150,000 for working capital that will be used formiscellaneous expenses.

These amounts are estimates and may differ materially from our actual expenses. In addition, we coulduse a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants toassist us with our search for a target business or as a down payment or to fund a “no-shop” provision (aprovision designed to keep target businesses from “shopping” around for transactions with other companies onterms more favorable to such target businesses) with respect to a particular proposed initial businesscombination, although we do not have any current intention to do so. If we entered into an agreement where wepaid for the right to receive exclusivity from a target business, the amount that would be used as a downpayment or to fund a “no-shop” provision would be determined based on the terms of the specific businesscombination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a resultof our breach or otherwise) could result in our not having sufficient funds to continue searching for, orconducting due diligence with respect to, prospective target businesses.

We do not believe we will need to raise additional funds following this offering in order to meet theexpenditures required for operating our business. However, if our estimates of the costs of identifying a targetbusiness, undertaking in-depth due diligence and negotiating an initial business combination are less than theactual amount necessary to do so, we may have insufficient funds available to operate our business prior to ourinitial business combination. Moreover, we may need to obtain additional financing either to complete ourinitial business combination or because we become obligated to redeem a significant number of our publicshares upon completion of our initial business combination, in which case we may issue additional securities orincur debt in connection with such business combination. In addition, we intend to target businesses larger thanwe could acquire with the net proceeds of this offering and the sale of the placement units, and may as a resultbe required to seek additional financing to complete such proposed initial business combination. Subject tocompliance with applicable securities laws, we would only complete such financing simultaneously with thecompletion of our initial business combination. If we are unable to complete our initial business combinationbecause we do not have sufficient funds available to us, we will be forced to cease operations and liquidate thetrust account. In addition, following our initial business combination, if cash on hand is insufficient, we mayneed to obtain additional financing in order to meet our obligations.

Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of theSarbanes-Oxley Act for the fiscal year ending December 31, 2020. Only in the event that we are deemed to be alarge accelerated filer or an accelerated filer would we be required to comply with the independent registeredpublic accounting firm attestation requirement. Further, for as long as we remain an emerging growth companyas defined in the JOBS

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Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicableto other public companies that are not emerging growth companies including, but not limited to, not beingrequired to comply with the independent registered public accounting firm attestation requirement.

Prior to the closing of this offering, we have not completed an assessment, nor has our independentregistered public accounting firm tested our systems, of internal controls. We expect to assess the internalcontrols of our target business or businesses prior to the completion of our initial business combination and, ifnecessary, to implement and test additional controls as we may determine are necessary in order to state that wemaintain an effective system of internal controls. A target business may not be in compliance with theprovisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sizedtarget businesses we may consider for our initial business combination may have internal controls that needimprovement in areas such as:

• staffing for financial, accounting and external reporting areas, including segregation of duties;

• reconciliation of accounts;

• proper recording of expenses and liabilities in the period to which they relate;

• evidence of internal review and approval of accounting transactions;

• documentation of processes, assumptions and conclusions underlying significant estimates; and

• documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine whatinternal control improvements are necessary for us to meet regulatory requirements and market expectations forour operation of a target business, we may incur significant expense in meeting our public reportingresponsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosurecontrols. Doing so effectively may also take longer than we expect, thus increasing our exposure to financialfraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent registeredpublic accounting firm to audit and render an opinion on such report when required by Section 404 of theSarbanes-Oxley Act. The independent registered public accounting firm may identify additional issuesconcerning a target business’s internal controls while performing their audit of internal control over financialreporting.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of this offering and the sale of the placement units held in the trust account will beinvested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meetingcertain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations. Due to the short-term nature of these investments, we believe there will be noassociated material exposure to interest rate risk.

Related Party Transactions

In August 2019, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of$25,000, or approximately $0.004 per share. On October 31, 2019, we effected a 1.1 for 1 stock dividend foreach share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 6,325,000founder shares (up to 825,000 shares of which are subject to forfeiture depending on the extent to which theunderwriters’ over-allotment option is exercised). The number of founder shares issued was determined basedon the expectation that such founder shares would represent 20% of the outstanding shares upon completion ofthis offering (excluding the placement units and underlying securities). The per share purchase price of thefounder shares was determined by dividing the amount of cash contributed to the company by the aggregatenumber of founder shares issued.

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Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000 permonth for office space, utilities and secretarial and administrative support. A portion of such payment isexpected to be paid by our sponsor to an affiliate of a member of our sponsor for office space and certainsupport services. Upon completion of our initial business combination or our liquidation, we will cease payingthese monthly fees.

Our sponsor, officers, directors and advisors, or any of their respective affiliates, will be reimbursed forany out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potentialtarget businesses and performing due diligence on suitable business combinations. Our audit committee willreview on a quarterly basis all payments that were made to our sponsor, officers, directors, advisors or our ortheir affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There isno cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection withactivities on our behalf.

Prior to the consummation of this offering, our sponsor has agreed to loan us up to $300,000 to be usedfor a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at theearlier of March 30, 2020 or the closing of this offering. The loan will be repaid upon the closing of thisoffering out of the $750,000 of offering proceeds that has been allocated to the payment of offering expenses(other than underwriting commissions).

In addition, in order to finance transaction costs in connection with an intended initial businesscombination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are notobligated to, loan us funds as may be required. If we complete our initial business combination, we would repaysuch loaned amounts. In the event that our initial business combination does not close, we may use a portion ofthe working capital held outside the trust account to repay such loaned amounts but no proceeds from our trustaccount would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at aprice of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. Theunits would be identical to the placement units. The terms of such loans by our officers and directors, if any,have not been determined and no written agreements exist with respect to such loans. We do not expect to seekloans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will bewilling to loan such funds and provide a waiver against any and all rights to seek access to funds in our trustaccount.

Our sponsor has agreed to purchase an aggregate of 665,000 placement units at a price of $10.00 per unitfor an aggregate purchase price of $6,650,000. Each placement unit consists of one share of Class A commonstock and one-half of one warrant. Each whole warrant is exercisable to purchase one whole share of commonstock at $11.50 per share. There will be no redemption rights or liquidating distributions from the trust accountwith respect to the founder shares, placement shares or placement warrants, which will expire worthless if wedo not consummate a business combination within the allotted 24 month period. Our initial stockholders haveagreed to waive their redemption rights with respect to their founder shares and placement shares (i) inconnection with the consummation of a business combination, (ii) in connection with a stockholder vote toamend our amended and restated certificate of incorporation to modify the substance or timing of our obligationto allow redemption in connection with our initial business combination or to redeem 100% of our public sharesif we do not complete our initial business combination within 24 months from the completion of this offeringand (iii) if we fail to consummate a business combination within 24 months from the completion of this offeringor if we liquidate prior to the expiration of the 24 month period. However, our initial stockholders will beentitled to redemption rights with respect to any public shares held by them if we fail to consummate a businesscombination or liquidate within the 24 month period. Pursuant to a registration rights agreement we will enterinto with our initial stockholders on or prior to the closing of this offering, we may be required to registercertain securities for sale under the Securities Act. These holders, and holders of warrants issued uponconversion of working capital loans, if any, are entitled under the registration rights agreement to make up tothree demands that we register certain of our securities held by them for sale under the Securities Act and tohave the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. Inaddition, these holders have the right to include their securities in other registration statements filed by us. Wewill bear the costs and expenses of filing any such registration statements. See the section of this prospectusentitled “Certain Relationships and Related Party Transactions.”

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Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of September 30, 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterlyoperating data is included in this prospectus, as we have conducted no operations to date.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among otherthings, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerginggrowth company” and under the JOBS Act will be allowed to comply with new or revised accountingpronouncements based on the effective date for private (not publicly traded) companies. We are electing todelay the adoption of new or revised accounting standards, and as a result, we may not comply with new orrevised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies thatcomply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reportingrequirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an“emerging growth company”, we choose to rely on such exemptions we may not be required to, among otherthings, (i) provide an independent registered public accounting firm’s attestation report on our system of internalcontrols over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure thatmay be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform andConsumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regardingmandatory audit firm rotation or a supplement to the report of independent registered public accounting firmproviding additional information about the audit and the financial statements (auditor discussion and analysis),and (iv) disclose certain executive compensation related items such as the correlation between executivecompensation and performance and comparisons of the Chief Executive Officers’ compensation to medianemployee compensation. These exemptions will apply for a period of five years following the completion of thisoffering or until we are no longer an “emerging growth company,” whichever is earlier.

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PROPOSED BUSINESS

We are a newly organized blank check company formed as a Delaware corporation for the purpose ofeffecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses. Throughout this prospectus we will refer to this as our initial businesscombination.

We currently intend to concentrate our efforts in identifying businesses in the financial services industrywith an equity value of approximately $500 million to $1.5 billion, with particular emphasis on businesses thatare providing or changing technology for traditional financial services (“FinTech”), asset and wealthmanagement, and specialty finance companies. We believe the creation and delivery of financial servicesproducts for consumers and businesses will undergo the most dramatic change over the next several years.There has been a rise in the level of sophistication and interconnectivity between innovative technology andfinancial services providers, and we expect this trend to continue and accelerate. We believe that there are manypotential targets within the financial services space that could become attractive public companies. Thesepotential targets exhibit a broad range of business models and financial characteristics that range from very highgrowth innovative companies to more mature businesses with established franchises, recurring revenues andstrong cash flows.

We are not, however, required to complete our initial business combination with a financial servicesbusiness and, as a result, we may pursue a business combination outside of that industry. We will seek to acquireestablished businesses that we believe are fundamentally sound but potentially in need of financial, operational,strategic or managerial redirection to maximize value. We may also look at earlier stage companies that exhibitthe potential to change the industries in which they participate and which will offer the potential of sustainedhigh levels of revenue and earnings growth.

Our Management Team

We will seek to capitalize on the financial services experience and contacts of Lee Einbinder, our ChiefExecutive Officer, Howard Kurz, our President and Chief Financial Officer, and our Board of Directors, toidentify, evaluate, and acquire a target business. In addition, the management team will be aided by Shami Patel,our advisor.

Until recently, Mr. Einbinder was a Vice Chairman of Barclays, after serving as co-Head of the FinancialInstitutions Group and a member of the Banking Operating Committee at Barclays. Prior to joining Barclays,Mr. Einbinder was at Lehman Brothers, where he was a Managing Director covering financial institutions, Headof the Specialty Finance group, and founder of the Financial Technology group. Mr. Einbinder was alsopreviously a banker in the financial institutions group at CS First Boston and at Salomon Brothers. During hisextensive investment banking career, Mr. Einbinder has worked on numerous mergers and acquisition dealsaggregating over $100 billion in the financial services industry, and has developed senior relationships with thelargest banks, specialty finance companies, exchanges, asset managers and financial sponsors. He has alsoworked on many of the most notable financial services IPOs over the last 30 years.

Howard Kurz has over 30 years’ experience as a successful institutional investor and asset manager. Mr.Kurz was the founder and Chief Executive Officer of Lily Pond Capital Management LLC (“LPCM”), analternative investment manager headquartered in New York. Most recently, LPCM was the investment managerof a Private Equity Fund (Lilypad Investors I) which provided early stage operating capital and expertise to anarray of alternative investment management firms. Lilypad Investors I recently exited its final portfolioinvestment. Before founding LPCM, Mr. Kurz was Managing Director and Head of North American FinancialMarkets at The Royal Bank of Scotland Plc. Additionally, he was responsible globally for Foreign Exchange,Emerging Markets, and principal investments and was a member of the division’s Executive Committee. Priorto RBS, Mr. Kurz was a Managing Director at Lehman Brothers where he headed the Multi-Markets ProprietaryTrading unit.

Shami Patel is a Managing Director of the Asset Management Group of Cohen & Co. and was active inall aspects of the IPO and business combination process of FinTech Acquisition Corp. (“FinTech I”) (Nasdaq:FNTC) and FinTech Acquisition Corp. II (“FinTech II”) (Nasdaq: FNTE), including origination, due diligenceand execution. He served as a Director, Chair of the Audit Committee and member of the CompensationCommittee of FinTech I and FinTech II. FinTech I raised $100.0 million in its initial public offering in February2015 and completed its initial business combination when it acquired FTS Holding Corporation in July 2016, inconnection with which FinTech I changed its name to CardConnect Corp. The common stock of CardConnectCorp. was traded on the Nasdaq Capital Market under the symbol “CCN” until CardConnect Corp. wasacquired by First Data

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Corporation on July 6, 2017. FinTech II raised $175.0 million in its initial public offering in January 2017 andcompleted its initial business combination when it acquired Intermex Holdings II in July 2018, in connectionwith which FinTech II changed its name to International Money Express, Inc. The common stock ofInternational Money Express, Inc. is currently traded on the Nasdaq Capital Market under the symbol “IMXI.”Mr. Patel also currently serves as an advisor to FinTech Acquisition Corp. III (“FinTech III”) (Nasdaq: FTAC),which raised $345 million in its initial public offering in November 2018 and is currently looking for an initialbusiness combination target.

Our Board of Directors upon the completion on this offering will include Jay N. Levine, Robert Matza,Diane B. Glossman and Aris Kekedjian.

Jay N. Levine has been serving as Chairman of the Board of Directors of One Main Holdings, Inc (“OneMain”) since June 2018, and previously served as President, Chief Executive Officer and a member of theBoard of Directors of OneMain from October 2011 to September 2018. He joined the new OneMain shortlyafter it was acquired by Fortress Investment Group in 2011 and within two years he led the company’s return toprofitability and IPO. During his tenure as CEO, Mr. Levine also completed the acquisition of the company’slargest competitor (One Main Financial Services) from Citigroup and led its integration into the successorcompany. From December 2008 to February 2011, Mr. Levine served as President and Chief Executive Officerand a member of the Board of Directors of Capmark Financial Group Inc., a commercial real estate financecompany. From 2000 to 2008, Mr. Levine served as President and Chief Executive Officer of RBS GreenwichCapital, a financial services company, with responsibility for the company’s institutional business in the UnitedStates. Previously, Mr. Levine was co-head of the Mortgage and Asset Backed Departments at RBS GreenwichCapital.

Robert Matza retired as President, Partner and member of the Executive Committee of GoldenTree AssetManagement (“GoldenTree”) in June 2019 after almost 14 years at the firm. During his time at GoldenTree, Mr.Matza was part of the senior management team that oversaw significant growth in assets under management(from approximately $7 billion to over $30 billion), long only and alternatives (private equity and hedge funds),product lines and personnel. Prior to GoldenTree, Mr. Matza served as President and Chief Operating Officer ofNeuberger Berman, Inc., as well as a member of its Board of Directors and Executive Committee, and followingits acquisition by Lehman Brothers, a member of Lehman Brothers’ Management and Investment Committees.He joined Neuberger Berman in April 1999 as a Principal, and led the team that successfully completed theinitial public offering of Neuberger Berman in November of that same year. Between 2000 and 2003, henegotiated and completed several acquisitions and lift outs. In 2003, Mr. Matza negotiated the $2.6 billion saleof the company to Lehman Brothers. Assets under management grew from approximately $55 billion to over$107 billion from the time that Mr. Matza joined Neuberger Berman, until he left at the end of 2005. Mr.Matza’s industry experience prior to 1996 includes 16 years with Lehman Brothers and its predecessorcompanies, where he last served as Managing Director, Chief Financial Officer and a member of the Operatingand Investment Committees. He currently serves on the Board of Managers (as well as audit and compensationcommittees) of AG Artemis Holding LP, the holding company of Advisor Group Inc., a privately ownednetwork of independent broker-dealers that was purchased by a private equity firm for $2.3 billion in 2019.

Diane B. Glossman spent 25 years as a research analyst, retiring as a Managing Director and head of U.S.bank and brokerage research at UBS. Prior to UBS, Ms. Glossman was co-head of Global Bank Research andhead of Internet Financial Services Research at Lehman Brothers, and prior to that at Salomon Brothers for nineyears where she was co-Head of U.S. Bank Stock Research. Over her sell-side research career, Ms. Glossmanspecialized in money center banks, trust banks and broker dealers, covering all aspects of banking and financialservices. Ms. Glossman was a multiple-time member of Institutional Investor’s All-America Research Team.During her decade on the buy-side, she was responsible for coverage of all financials along with a variety ofother industry sectors. Ms. Glossman has been serving as a member of the Board of Directors and AuditCommittee of Barclays Bank Delaware since June 2016 and chaired the Audit Committee since December2018. She has also been serving as a member of the advisory board of Barclays US LLC since its inception inApril 2015, and since the advisory board’s upgrade into the Board of Directors, a member of the Board ofDirectors, Audit Committee Chair and member of the Governance Committee. In addition, she has been servingas a member of the Board of Directors and its various committees of Live Oak Bancshares, a $4 billion NorthCarolina-based bank, since August 2014, and assisted in its initial public offering. Ms. Glossman’s previousboard experience includes serving on the Board of Directors or Board of Trustees of WMI Holding, AmbacAssurance, QBE NA, Powa Technologies Holdings Plc, State Street Global Advisors Mutual Funds, and ECharge. In addition to her directorships, Ms. Glossman has also worked as an independent consultant with anumber of banks in the U.S. and U.K. on projects relating to strategy, business execution, and investorcommunications. From 2003 to 2005, she was an advisor to Citigroup’s Global Consumer Group and a memberof its planning group. During much of that time, she was acting head of the International Retail Bank.

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Aris Kekedjian retired from GE in 2019 after a 30 year career with the company, most recently serving ashead of Corporate Development and Chief Investment Officer since 2016. During this time, Mr. Kekedjian led anumber of notable M&A transactions, including the $30 billion merger of GE Oil & Gas with Baker Hughes,creating a $22 billion business with operations in 120 countries, and the $11 billion merger of GETransportation with Wabtec Corporation, creating a technology category leader for rail equipment, services andsoftware. Mr. Kekedjian was previously a Managing Director and Global head of Business Development/M&Aat GE Capital from 2010 through 2016. Mr. Kekedjian led the GE team that divested more than $200 billion ofGE Capital’s business across the world. He also led the merger of Met Life’s online bank with SynchronyFinancial and a subsequent $3 billion IPO and $20 billion stock split transaction for Synchrony Financial. Healso led the IPOs of both Cembra Money Bank in Switzerland and Moneta Bank in the Czech Republic. Prior tothose divestitures, Mr. Kekedjian was responsible for creating comprehensive strategic plans for deal activitiesin the banking, real estate, leasing, mortgage, credit card and commercial lending sectors. From 2008 to 2010,Mr. Kekedjian served as Managing Director, Global Corporate Development and Chief Executive Officer forGE Capital, MEA region, responsible for company-wide strategic partnership and alliance development withglobal, sovereign capital partners. Mr. Kekedjian was previously the Chief Financial Officer of GE Banking &Consumer Finance for the EMEA region (GE Money) from 2004 to 2008, a $10 billion net revenue businesswith over $100 billion in assets and operations in 25 countries. He joined GE as a part of the FinancialManagement Program in 1989.

We believe that Mr. Einbinder’s extensive relationships that he developed over a 30 year career in bankingfor financial institutions, as well as his extensive experience in financial services, FinTech and financial marketswill allow us to identify and complete an attractive business combination. Similarly, we believe Mr. Kurz’sprevious experience in founding, nurturing, and growing multiple asset managers should serve as a valuablefoundation to locate and consummate a business combination in the financial services industry. We also believethat the management team’s expertise will be augmented by our advisor, Shami Patel, who has experienceworking at the FinTech Acquisition SPAC entities described above, and the other members of our board ofdirectors, who have extensive experience in business and financial matters related to the financial servicesindustry.

The past performance of our management team or advisor or their respective affiliates is not a guaranteeeither (i) of success with respect to any business combination we may consummate or (ii) that we will be able toidentify a suitable candidate for our initial business combination. Aside from our advisor, Mr. Patel, no memberof our management team has had management experience with special purpose acquisition corporations in thepast. You should not rely on the historical record of our management team’s or advisor’s or their respectiveaffiliates’ performance as indicative of our future performance.

Business Strategy

We currently intend to concentrate our efforts in identifying businesses in the financial services industrywith an equity value of approximately $500 million to $1.5 billion, with particular emphasis on businesses thatoffer a differentiated technology platform and/or products for interfacing with the financial services sector(“FinTech”), traditional asset managers which may be undergoing significant change adapting to a world withmore passive investing and algorithmic trading, wealth and alternative asset managers with unique businessstrategies, and specialty finance companies which generally exhibit higher margins, higher growth rates, andless regulatory burdens versus traditional banks. Over the past several years, there has been a rise in the level ofsophistication and interconnectivity between innovative technology and financial services providers, and weexpect this trend to continue and accelerate. We believe that there are many potential targets within the financialservices/FinTech space that could become attractive public companies. These potential targets exhibit a broadrange of business models and financial characteristics that range from very high growth innovative companiesto more mature businesses with established franchises, recurring revenues and strong cash flows.

There has been significant disruption and change in the delivery of financial services in recent years,including, among others:

• Retail banking (mobile payments, Neo-Banks);

• Payments processing for consumers and businesses;

• Wealth management (robo advisors);

• Exchanges and trading platforms;

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• Big data moving to the cloud, APIs, data security; and

• Digital assets and blockchain technology.

With increased adoption of technology solutions by both consumers and businesses, we believe that thesector is poised for continued growth in both overall market size and penetration. Key industry characteristicsinclude long-term organic growth, attractive competitive dynamics and further consolidation opportunities. Keybusiness characteristics include high barriers to entry, low risk of technological obsolescence and public market-ready scale. Key financial metrics include organic revenue growth, recurring revenues and strong cash flowconversion.

We do not intend to limit our search to one segment of the financial services ecosystem, but will insteadtarget a wide variety of companies that deliver a solution or product to the financial services end-market. Webelieve that our extensive experience and demonstrated success in advising and investing in businesses in thisindustry provides us with a unique set of capabilities that will be utilized in generating stockholder returns.

We will seek to acquire established businesses that we believe are fundamentally sound but potentially inneed of financial, operational, strategic or managerial improvements to maximize value. We will also look atearlier stage companies that exhibit the potential to change the industries in which they participate and whichoffer the potential of sustained high levels of revenue growth. Consistent with our industry focus, we intend totarget financial services businesses that have strong management teams, demonstrated organic growth, anddifferentiated products or services. Opportunities range from high-growth, customer facing technologies inpayments, lending and digital assets to more mature, high-margin, stable businesses which may be engaged inlending, asset management, or providing critical processing and support to established financial services firms.

We believe that the wide networks of our management team and advisor will deliver access to a broadspectrum of opportunities across the financial services landscape. In addition to any potential businesscandidates we may identify on our own, we anticipate that other target business candidates will be brought toour attention from various unaffiliated sources, including investment market participants, private equity fundsand large business enterprises seeking to divest non-core assets or divisions.

Upon completion of this offering, the members of our management team and our advisor willcommunicate with their networks of relationships to articulate the parameters for our search for a targetcompany and a potential business combination and begin the process of pursuing and reviewing potentialopportunities.

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines thatwe believe are important in evaluating prospective target businesses. We will use these criteria and guidelines inevaluating acquisition opportunities, but we may decide to enter into our initial business combination with atarget business that does not meet these criteria and guidelines. We expect that no individual criterion willentirely determine a decision to pursue a particular opportunity. We intend to seek to acquire companies that webelieve:

• are fundamentally sound companies that can enhance shareholder value through a combination withus, and offer an attractive risk-adjusted return for our stockholders;

• have strong, experienced management teams, or provide a platform to assemble an effectivemanagement team with a track record of driving growth and profitability;

• are at an inflection point, such as requiring additional management expertise, are able to innovatethrough new operational techniques, or where we believe we can drive improved financialperformance;

• can benefit from the application and exploitation of financial service technologies;

• have a history of, or potential for, strong, stable free cash flow generation, with predictable andrecurring revenue streams;

• can grow both organically and where we believe our ability to source proprietary opportunities andexecute transactions will help the business grow through additional acquisitions;

• have a leading or niche market position and that demonstrate advantages when compared to theircompetitors, which may help to create barriers to entry against new competitors;

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• can benefit from being a publicly traded company, with access to broader capital markets, to achievethe company’s growth strategy; and

• exhibit unrecognized value or other characteristics that we believe can be enhanced based on ouranalysis and due diligence review.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initialbusiness combination may be based, to the extent relevant, on these general guidelines as well as otherconsiderations, factors and criteria that our management team and advisors may deem relevant. In the event thatwe decide to enter into our initial business combination with a target business that does not meet the abovecriteria and guidelines, we will disclose that the target business does not meet the above criteria in ourstockholder communications related to our initial business combination, which, as discussed in this prospectus,would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S.Securities and Exchange Commission.

We may need to obtain additional financing either to complete our initial business combination or becausewe become obligated to redeem a significant number of our public shares upon completion of our initialbusiness combination. We intend to acquire a company with an enterprise value significantly above the netproceeds of this offering and the sale of the placement units. Depending on the size of the transaction or thenumber of public shares we become obligated to redeem, we may potentially utilize several additional financingsources, including but not limited to the issuance of additional securities to the sellers of a target business, debtissued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or acombination of the foregoing. If we are unable to complete our initial business combination because we do nothave sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Inaddition, following our initial business combination, if cash on hand is insufficient to meet our obligations orour working capital needs, we may need to obtain additional financing.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fairmarket value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination. Our board of directors willmake the determination as to the fair market value of our initial business combination. If our board of directorsis not able to independently determine the fair market value of our initial business combination, we will obtainan opinion from an independent investment banking firm or another independent entity that commonly rendersvaluation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our boardof directors will not be able to make an independent determination of the fair market value of our initialbusiness combination, it may be unable to do so if it is less familiar or experienced with the business of aparticular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.If our securities are not listed on Nasdaq after this offering, we would not be required to satisfy the 80%requirement. However, we intend to satisfy the 80% requirement even if our securities are not listed on Nasdaqat the time of our initial business combination.

We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equityinterests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction companyowns or acquires less than 100% of such interests or assets of the target business in order to meet certainobjectives of the target management team or stockholders, or for other reasons. However, we will only completean initial business combination if the post-transaction company owns or acquires 50% or more of theoutstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient forit not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders priorto the initial business combination may collectively own a minority interest in the post-transaction company,depending on valuations ascribed to the target and us in the initial business combination. For example, we couldpursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstandingcapital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as aresult of the issuance of a substantial number of new shares, our stockholders immediately prior to our initialbusiness combination could own less than a majority of our outstanding shares subsequent to our initial businesscombination. If less than 100% of the equity interests or

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assets of a target business or businesses are owned or acquired by the post-transaction company, the portion ofsuch business or businesses that is owned or acquired is what will be taken into account for purposes ofNasdaq’s 80% fair market value test. If the initial business combination involves more than one target business,the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treatthe target businesses together as the initial business combination for purposes of a tender offer or for seekingstockholder approval, as applicable.

Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a thorough due diligence reviewprocess that will encompass, among other things, a review of historical and projected financial and operatingdata, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets,discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will alsoutilize the expertise of our management team and advisors in analyzing financial services and FinTechcompanies, and evaluating operating projections, financial projections and determining the appropriate returnexpectations given the risk profile of the target business.

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, officers or directors. In the event we seek to complete our initial business combination with acompany that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors,will obtain an opinion from an independent investment banking firm or another independent entity thatcommonly renders valuation opinions that our initial business combination is fair to our company from afinancial point of view.

Certain of our officers and directors presently have fiduciary or contractual obligations to other entitiespursuant to which such officer and director is or will be required to present a business combination opportunity.Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which issuitable for an entity to which he or she has then-current fiduciary or contractual obligations to present theopportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present suchopportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of ourofficers or directors will not materially affect our ability to complete our initial business combination. Ouramended and restated certificate of incorporation will provide that we renounce our interest in any corporateopportunity offered to any officer or director unless such opportunity is expressly offered to such person solelyin his or her capacity as a director or officer of our company and such opportunity is one we are legally andcontractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent thedirector or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers have agreed not to become an officer or director of any other special purpose acquisitioncompany with a class of securities registered under the Securities Exchange Act of 1934, as amended, or theExchange Act, until we have entered into a definitive agreement regarding our initial business combination orwe have liquidated the trust account.

Members of our management team are not obligated to devote any specific number of hours to ourmatters but they intend to devote as much of their time as they, in the exercise of their respective businessjudgement, deem necessary to our affairs until we have completed our initial business combination. The amountof time that any member of our management team will devote in any time period will vary based on whether atarget business has been selected for our initial business combination and the current stage of the businesscombination process. We do not have an employment agreement with any member of our management team.

We believe that the wide networks of our management team and advisor will deliver access to a broadspectrum of opportunities across the financial services landscape. In addition to any potential businesscandidates we may identify on our own, we anticipate that other target business candidates will be brought toour attention from various unaffiliated sources, including investment market participants, private equity fundsand large business enterprises seeking to divest non-core assets or divisions.

Upon completion of this offering, the members of our management team and our advisor willcommunicate with their networks of relationships to articulate the parameters for our search for a targetcompany and a potential business combination, and begin the process of pursuing and reviewing potentialopportunities.

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Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fairmarket value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination. Our board of directors willmake the determination as to the fair market value of our initial business combination. If our board of directorsis not able to independently determine the fair market value of our initial business combination, we will obtainan opinion from an independent investment banking firm or another independent entity that commonly rendersvaluation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our boardof directors will not be able to make an independent determination of the fair market value of our initialbusiness combination, it may be unable to do so if it is less familiar or experienced with the business of aparticular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As apublic company, we offer a target business an alternative to the traditional initial public offering through amerger or other business combination with us. Following an initial business combination, we believe the targetbusiness would have greater access to capital and additional means of creating management incentives that arebetter aligned with stockholders’ interests than it would as a private company. A target business can furtherbenefit by augmenting its profile among potential new customers and vendors and aid in attracting talentedemployees. In a business combination transaction with us, the owners of the target business may, for example,exchange their shares of stock in the target business for our shares of Class A common stock (or shares of a newholding company) or for a combination of our shares of Class A common stock and cash, allowing us to tailorthe consideration to the specific needs of the sellers.

Although there are various costs and obligations associated with being a public company, we believetarget businesses will find this method a more expeditious and cost effective method to becoming a publiccompany than the typical initial public offering. The typical initial public offering process takes a significantlylonger period of time than the typical business combination transaction process, and there are significantexpenses in the initial public offering process, including underwriting discounts and commissions, marketingand road show efforts that may not be present to the same extent in connection with an initial businesscombination with us.

Furthermore, once a proposed initial business combination is completed, the target business will haveeffectively become public, whereas an initial public offering is always subject to the underwriters’ ability tocomplete the offering, as well as general market conditions, which could delay or prevent the offering fromoccurring or could have negative valuation consequences. Following an initial business combination, we believethe target business would then have greater access to capital and an additional means of providing managementincentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions.Being a public company can offer further benefits by augmenting a company’s profile among potential newcustomers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s and our advisors’ backgrounds will makeus an attractive business partner, some potential target businesses may view our status as a blank checkcompany, such as our lack of an operating history and our ability to seek stockholder approval of any proposedinitial business combination, negatively.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified bythe JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not “emerging growth companies” including,but not limited to, not being required to comply with the independent registered public accounting firmattestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements, and exemptions from the requirements ofholding a non-binding advisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved. If some investors find our securities less attractive as a result,there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can takeadvantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complyingwith new or revised accounting standards. In other words, an “emerging growth company” can delay theadoption of certain accounting standards until those standards would otherwise apply to private companies. Weintend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a)following the fifth anniversary of the completion of this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the priorJune 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securitiesduring the prior three-year period.

Financial Position

With funds available for an initial business combination initially in the amount of $212,300,000, afterpayment of $7,700,000 of deferred underwriting fees (or $243,485,000 after payment of $9,515,000 of deferredunderwriting fees if the underwriters’ over-allotment option is exercised in full), in each case before fees andexpenses associated with our initial business combination, we offer a target business a variety of options such ascreating a liquidity event for its owners, providing capital for the potential growth and expansion of itsoperations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we are able tocomplete our initial business combination using our cash, debt or equity securities, or a combination of theforegoing, we have the flexibility to use the most efficient combination that will allow us to tailor theconsideration to be paid to the target business to fit its needs and desires. However, we have not taken any stepsto secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of timefollowing this offering. We intend to effectuate our initial business combination using cash from the proceeds ofthis offering and the private placement of the placement units, the proceeds of the sale of our shares inconnection with our initial business combination (pursuant to backstop agreements we may enter into followingthe consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank orother lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initialbusiness combination with a company or business that may be financially unstable or in its early stages ofdevelopment or growth, which would subject us to the numerous risks inherent in such companies andbusinesses.

If our initial business combination is paid for using equity or debt securities, or not all of the fundsreleased from the trust account are used for payment of the consideration in connection with our initial businesscombination or used for redemptions of our Class A common stock, we may apply the balance of the cashreleased to us from the trust account for general corporate purposes, including for maintenance or expansion ofoperations of the post-transaction company, the payment of principal or interest due on indebtedness incurred incompleting our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connectionwith the completion of our initial business combination, and we may effectuate our initial business combinationusing the proceeds of such offering rather than using the amounts held in the trust account. In addition, weintend to target businesses larger than we could acquire with the net proceeds of this offering and the sale of theplacement units, and may as a result be required to seek additional financing to complete such proposed initialbusiness combination. Subject to compliance with applicable securities laws, we would expect to complete suchfinancing only simultaneously with the completion of our initial business combination. In the case of an initialbusiness combination funded with assets other than the trust account assets, our proxy materials or tender offerdocuments disclosing the initial business combination would disclose the terms of the financing and, only ifrequired by law, we would seek stockholder approval of such financing. There are no prohibitions on our abilityto raise funds privately, or through loans in connection with our initial business combination. At this time, weare not a party to any arrangement or understanding with any third party with respect to raising any additionalfunds through the sale of securities or otherwise.

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Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliatedsources, including investment bankers and investment professionals. Target businesses may be brought to ourattention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources mayalso introduce us to target businesses in which they think we may be interested on an unsolicited basis, sincemany of these sources will have read this prospectus and know what types of businesses we are targeting. Ourmanagement team and advisors, as well as our sponsor and their respective affiliates, may also bring to ourattention target business candidates that they become aware of through their business contacts as a result offormal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. Inaddition, we expect to receive a number of proprietary deal flow opportunities that would not otherwisenecessarily be available to us as a result of the business relationships of our management team, advisors, oursponsor and their respective affiliates. While we do not presently anticipate engaging the services ofprofessional firms or other individuals that specialize in business acquisitions on any formal basis, we mayengage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee,advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of thetransaction. We will engage a finder only to the extent our management determines that the use of a finder maybring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicitedbasis with a potential transaction that our management determines is in our best interest to pursue. Payment offinder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out ofthe funds held in the trust account. In no event, however, will our sponsor or any members of our managementteam or advisors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of aloan or other compensation by the company prior to, or in connection with any services rendered for anyservices they render in order to effectuate, the completion of our initial business combination (regardless of thetype of transaction that it is). We have agreed to pay our sponsor a total of $10,000 per month for office space,utilities and secretarial and administrative support. We have agreed to reimburse our management team andadvisors for any out-of-pocket expenses related to identifying, investigating and completing an initial businesscombination. Some members of our management team may enter into employment or consulting agreementswith the post-transaction company following our initial business combination. The presence or absence of anysuch fees or arrangements will not be used as a criterion in our selection process of an initial businesscombination candidate.

We are not prohibited from pursuing an initial business combination with a target that is affiliated withour sponsor, officers or directors or making the initial business combination through a joint venture or otherform of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initialbusiness combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee ofindependent directors, would obtain an opinion from an independent investment banking firm or anotherindependent entity that commonly renders valuation opinions that such an initial business combination is fair toour company from a financial point of view. We are not required to obtain such an opinion in any other context.

As more fully discussed in the section of this prospectus entitled “Management — Conflicts of Interest,”if any of our officers or directors becomes aware of an initial business combination opportunity that falls withinthe line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he orshe may be required to present such business combination opportunity to such entity prior to presenting suchbusiness combination opportunity to us. Our officers and directors currently have certain relevant fiduciaryduties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of our Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fairmarket value of at least 80% of the value of the assets held in the trust account (excluding the deferredunderwriting commissions and taxes payable on the interest earned on the trust account) at the time of oursigning a definitive agreement in connection with our initial business combination. The fair market value of ourinitial business combination will be determined by our board of directors based upon one or more standardsgenerally accepted by the financial community, such as discounted cash flow valuation, a valuation based ontrading multiples of comparable public businesses or a valuation based on the financial metrics of M&Atransactions of comparable businesses. If our board of directors is not able to independently determine the fairmarket value of our initial business combination, we will obtain an opinion from an independent investmentbanking firm or another independent entity that commonly renders valuation opinions with respect to thesatisfaction of such criteria. While

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we consider it unlikely that our board of directors will not be able to make an independent determination of thefair market value of our initial business combination, it may be unable to do so if it is less familiar orexperienced with the business of a particular target or if there is a significant amount of uncertainty as to thevalue of a target’s assets or prospects. If our securities are not listed on Nasdaq after this offering, we would notbe required to satisfy the 80% requirement. However, we intend to satisfy the 80% requirement even if oursecurities are not listed on Nasdaq at the time of our initial business combination. We do not intend to purchasemultiple businesses in unrelated industries in conjunction with our initial business combination. Subject to thisrequirement, our management will have virtually unrestricted flexibility in identifying and selecting one or moreprospective target businesses, although we will not be permitted to effectuate our initial business combinationwith another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% ormore of the outstanding voting securities of the target or otherwise acquire a controlling interest in the targetsufficient for it not to be required to register as an investment company under the Investment Company Act. Ifwe own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portionof such business or businesses that are owned or acquired by the post-transaction company is what will be takeninto account for purposes of Nasdaq’s 80% fair market value test. There is no basis for investors in this offeringto evaluate the possible merits or risks of any target business with which we may ultimately complete our initialbusiness combination.

To the extent we effect our initial business combination with a company or business that may befinancially unstable or in its early stages of development or growth we may be affected by numerous risksinherent in such company or business. Although our management will endeavor to evaluate the risks inherent ina particular target business, we cannot assure you that we will properly ascertain or assess all significant riskfactors.

In evaluating a prospective business target, we expect to conduct a thorough due diligence review, whichmay encompass, among other things, meetings with incumbent management and employees, document reviews,interviews of customers and suppliers, inspection of facilities, as well as a review of financial and otherinformation that will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initialbusiness combination, and the costs associated with this process, are not currently ascertainable with any degreeof certainty. Any costs incurred with respect to the identification and evaluation of a prospective target businesswith which our initial business combination is not ultimately completed will result in our incurring losses andwill reduce the funds we can use to complete another business combination.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects forour success may depend entirely on the future performance of a single business. Unlike other entities that havethe resources to complete business combinations with multiple entities in one or several industries, it is probablethat we will not have the resources to diversify our operations and mitigate the risks of being in a single line ofbusiness. In addition, we intend to focus our search for an initial business combination in a single industry. Bycompleting our initial business combination with only a single entity, our lack of diversification may:

• subject us to negative economic, competitive and regulatory developments, any or all of which mayhave a substantial adverse impact on the particular industry in which we operate after our initialbusiness combination, and

• cause us to depend on the marketing and sale of a single product or limited number of products orservices.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business whenevaluating the desirability of effecting our initial business combination with that business, our assessment of thetarget business’ management may not prove to be correct. In addition, the future management may not have thenecessary skills, qualifications or abilities to manage a public company. Furthermore, the future role ofmembers of our management team, if any, in the target business cannot presently be stated with any certainty.The determination as to whether

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any of the members of our management team will remain with the combined company will be made at the timeof our initial business combination. While it is possible that one or more of our officers and directors willremain associated in some capacity with us following our initial business combination, it is unlikely that any ofthem will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, wecannot assure you that members of our management team will have significant experience or knowledgerelating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisorypositions with the combined company. The determination as to whether any of our key personnel will remainwith the combined company will be made at the time of our initial business combination.

Following an initial business combination, we may seek to recruit additional managers to supplement theincumbent management of the target business. We cannot assure you that we will have the ability to recruitadditional managers, or that additional managers will have the requisite skills, knowledge or experiencenecessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or wemay decide to seek stockholder approval for business or other legal reasons. Presented in the table below is agraphic explanation of the types of initial business combinations we may consider and whether stockholderapproval is currently required under Delaware law for each such transaction.

Type of Transaction

WhetherStockholderApproval isRequired

Purchase of assets NoPurchase of stock of target not involving a merger with the company NoMerger of target into a subsidiary of the company NoMerger of the company with a target Yes

Under Nasdaq’s listing rules, stockholder approval would be required for our initial business combinationif, for example:

• we issue shares of Class A common stock that will be equal to or in excess of 20% of the number ofshares of our Class A common stock then outstanding;

• any of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% orgreater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, inthe target business or assets to be acquired or otherwise and the present or potential issuance ofcommon stock could result in an increase in outstanding common shares or voting power of 5% ormore; or

• the issuance or potential issuance of common stock will result in our undergoing a change ofcontrol.

Permitted Purchases of our Securities

If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our sponsor, initialstockholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privatelynegotiated transactions or in the open market either prior to or following the completion of our initial businesscombination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors ortheir affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.However, they have no current commitments, plans or intentions to engage in such transactions and have notformulated any terms or conditions for any such transactions. If they engage in such transactions, they will notmake any such purchases when they are in possession of any material nonpublic information not disclosed tothe seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currentlyanticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under theExchange Act or a going-private transaction

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subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time ofany such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Anysuch purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent suchpurchasers are subject to such reporting requirements. None of the funds held in the trust account will be used topurchase shares or public warrants in such transactions prior to completion of our initial business combination.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial businesscombination and thereby increase the likelihood of obtaining stockholder approval of the initial businesscombination or to satisfy a closing condition in an agreement with a target that requires us to have a minimumnet worth or a certain amount of cash at the closing of our initial business combination, where it appears thatsuch requirement would otherwise not be met. The purpose of any such purchases of public warrants could be toreduce the number of public warrants outstanding or to vote such warrants on any matters submitted to thewarrantholders for approval in connection with our initial business combination. Any such purchases of oursecurities may result in the completion of our initial business combination that may not otherwise have beenpossible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock orwarrants may be reduced and the number of beneficial holders of our securities may be reduced, which maymake it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securitiesexchange.

Our sponsor, officers, directors, advisors and/or their respective affiliates anticipate that they may identifythe stockholders with whom our sponsor, officers, directors, advisors or their respective affiliates may pursueprivately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemptionrequests submitted by stockholders following our mailing of proxy materials in connection with our initialbusiness combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into aprivate purchase, they would identify and contact only potential selling stockholders who have expressed theirelection to redeem their shares for a pro rata share of the trust account or vote against our initial businesscombination, whether or not such stockholder has already submitted a proxy with respect to our initial businesscombination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if suchpurchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors, advisors and/or their respective affiliates who areaffiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchasesare able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulationunder Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements thatmust be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers,directors, advisors and/or their respective affiliates will not make purchases of common stock if the purchaseswould violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuantto Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reportingrequirements.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares ofClass A common stock upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to theconsummation of the initial business combination including interest earned on the funds held in the trustaccount and not previously released to us to pay our taxes, divided by the number of then outstanding publicshares, subject to the limitations described herein. The amount in the trust account is initially anticipated to beapproximately $10.00 per public share. The per-share amount we will distribute to investors who properlyredeem their shares will not be reduced by the deferred underwriting commissions we will pay to theunderwriters. The redemption rights will include the requirement that a beneficial holder must identify itself inorder to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement withus, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares andplacement shares and any public shares held by them in connection with the completion of our initial businesscombination.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares ofClass A common stock upon the completion of our initial business combination either (i) in connection with astockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Thedecision

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as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tenderoffer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing ofthe transaction and whether the terms of the transaction would require us to seek stockholder approval under thelaw or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases wouldnot typically require stockholder approval while direct mergers with our company where we do not survive andany transactions where we issue more than 20% of our outstanding common stock or seek to amend ouramended and restated certificate of incorporation would require stockholder approval. If we structure an initialbusiness combination with a target company in a manner that requires stockholder approval, we will not havediscretion as to whether to seek a stockholder vote to approve the proposed initial business combination. Wemay conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unlessstockholder approval is required by law or stock exchange listing requirements or we choose to seekstockholder approval for business or other legal reasons. So long as we obtain and maintain a listing for oursecurities on Nasdaq, we will be required to comply with such rules.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or otherlegal reasons, we will, pursuant to our amended and restated certificate of incorporation:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, whichregulate issuer tender offers, and

• file tender offer documents with the SEC prior to completing our initial business combination whichcontain substantially the same financial and other information about the initial business combinationand the redemption rights as is required under Regulation 14A of the Exchange Act, which regulatesthe solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate anyplan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the openmarket if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under theExchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remainopen for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not bepermitted to complete our initial business combination until the expiration of the tender offer period. Inaddition, the tender offer will be conditioned on public stockholders not tendering more than a specified numberof public shares which are not purchased by our sponsor, which number will be based on the requirement thatwe will only redeem our public shares so long as (after such redemption) our net tangible assets will be at least$5,000,001 either immediately prior to or upon consummation of our initial business combination and afterpayment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) orany greater net tangible asset or cash requirement which may be contained in the agreement relating to ourinitial business combination. If public stockholders tender more shares than we have offered to purchase, wewill withdraw the tender offer and not complete the initial business combination.

If, however, stockholder approval of the transaction is required by law or stock exchange listingrequirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuantto our amended and restated certificate of incorporation:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of theExchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules,and

• file proxy materials with the SEC.

In the event that we seek stockholder approval of our initial business combination, we will distributeproxy materials and, in connection therewith, provide our public stockholders with the redemption rightsdescribed above upon completion of the initial business combination.

If we seek stockholder approval, we will complete our initial business combination only if a majority ofthe outstanding shares of common stock voted are voted in favor of the initial business combination. A quorumfor such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stockof the company representing a majority of the voting power of all outstanding shares of capital stock of thecompany entitled to vote at such meeting. Our initial stockholders will count toward this quorum and pursuantto the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares andplacement shares and any public shares purchased during or after this offering (including in open market andprivately negotiated transactions) in favor of our initial

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business combination. For purposes of seeking approval of the majority of our outstanding shares of commonstock voted, non-votes will have no effect on the approval of our initial business combination once a quorum isobtained. As a result, in addition to our initial stockholders’ founder shares and placement shares, we wouldneed only 7,917,501, or 36.0%, of the 22,000,000 public shares sold in this offering to be voted in favor of aninitial business combination (assuming all outstanding shares are voted) in order to have our initial businesscombination approved (assuming the over-allotment option is not exercised). We intend to give approximately30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required,at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds,and the voting agreements of our initial stockholders, may make it more likely that we will consummate ourinitial business combination. Each public stockholder may elect to redeem its public shares irrespective ofwhether they vote for or against the proposed transaction.

Our amended and restated certificate of incorporation will provide that we will only redeem our publicshares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediatelyprior to or upon consummation of our initial business combination and after payment of underwriters’ fees andcommissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset orcash requirement which may be contained in the agreement relating to our initial business combination. Forexample, the proposed initial business combination may require: (i) cash consideration to be paid to the target orits owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial businesscombination. In the event the aggregate cash consideration we would be required to pay for all shares of ClassA common stock that are validly submitted for redemption plus any amount required to satisfy cash conditionspursuant to the terms of the proposed initial business combination exceed the aggregate amount of cashavailable to us, we will not complete the initial business combination or redeem any shares, and all shares ofClass A common stock submitted for redemption will be returned to the holders thereof.

Limitation on Redemption upon Completion of our Initial Business Combination if we Seek StockholderApproval

Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination andwe do not conduct redemptions in connection with our initial business combination pursuant to the tender offerrules, our amended and restated certificate of incorporation will provide that a public stockholder, together withany affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a“group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rightswith respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the“Excess Shares.” Such restriction shall also be applicable to our affiliates. We believe this restriction willdiscourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders touse their ability to exercise their redemption rights against a proposed initial business combination as a means toforce us or our management to purchase their shares at a significant premium to the then-current market price oron other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15%of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are notpurchased by us or our management at a premium to the then-current market price or on other undesirableterms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in this offeringwithout our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonablyattempt to block our ability to complete our initial business combination, particularly in connection with aninitial business combination with a target that requires as a closing condition that we have a minimum net worthor a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of theirshares (including Excess Shares) for or against our initial business combination.

Tendering Stock Certificates in Connection with Redemption Rights

We may require our public stockholders seeking to exercise their redemption rights, whether they arerecord holders or hold their shares in “street name,” to either tender their certificates to our transfer agent up totwo business days prior to the vote on the proposal to approve the initial business combination, or to delivertheir shares to the transfer agent electronically using the Depository Trust Company’s DWAC(Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy materials that we will furnish toholders of our public shares in connection with our initial business combination will indicate whether we arerequiring public stockholders to satisfy such delivery requirements, which will include the requirement that abeneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholderwould have up to two days prior to the vote on the initial business combination to tender its shares if it wishes toseek to exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholdersto use electronic delivery of their public shares.

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There is a nominal cost associated with the above-referenced tendering process and the act of certificatingthe shares or delivering them through the DWAC System. The transfer agent will typically charge the tenderingbroker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.However, this fee would be incurred regardless of whether or not we require holders seeking to exerciseredemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemptionrights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfectredemption rights in connection with their business combinations, many blank check companies woulddistribute proxy materials for the stockholders’ vote on an initial business combination, and a holder couldsimply vote against a proposed initial business combination and check a box on the proxy card indicating suchholder was seeking to exercise his or her redemption rights. After the initial business combination wasapproved, the company would contact such stockholder to arrange for him or her to deliver his or her certificateto verify ownership. As a result, the stockholder then had an “option window” after the completion of the initialbusiness combination during which he or she could monitor the price of the company’s stock in the market. Ifthe price rose above the redemption price, he or she could sell his or her shares in the open market beforeactually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to whichstockholders were aware they needed to commit before the stockholder meeting, would become “option” rightssurviving past the completion of the initial business combination until the redeeming holder delivered itscertificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeemingholder’s election to redeem is irrevocable once the initial business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date of thestockholder meeting. Furthermore, if a holder of a public share delivered its certificate in connection with anelection of redemption rights and subsequently decides prior to the applicable date not to elect to exercise suchrights, such holder may simply request that the transfer agent return the certificate (physically or electronically).It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shareswill be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our publicstockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for theapplicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered bypublic holders who elected to redeem their shares.

If our initial proposed initial business combination is not completed, we may continue to try to completean initial business combination with a different target until 24 months from the closing of this offering.

Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated certificate of incorporation provides that we will have only 24 months from theclosing of this offering to complete our initial business combination. If we are unable to complete our initialbusiness combination within such 24-month period, we will: (i) cease all operations except for the purpose ofwinding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem thepublic shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount including interest earned on the funds held in the trust account and not previously released to us to payour taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of thenoutstanding public shares, which redemption will completely extinguish public stockholders’ rights asstockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remainingstockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) aboveto our obligations under Delaware law to provide for claims of creditors and the requirements of otherapplicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,which will expire worthless if we fail to complete our initial business combination within the 24-month timeperiod.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which theyhave waived their rights to liquidating distributions from the trust account with respect to any founder sharesand placement shares held by them if we fail to complete our initial business combination within 24 monthsfrom the closing of this offering. However, if our sponsor, officers or directors acquire public shares in or afterthis offering, they will be entitled to liquidating distributions from the trust account with respect to such publicshares if we fail to complete our initial business combination within the allotted 24-month time period.

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Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will notpropose any amendment to our amended and restated certificate of incorporation (i) to modify the substance ortiming of our obligation to allow redemption in connection with our initial business combination or to redeem100% of our public shares if we do not complete our initial business combination within 24 months from theclosing of this offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initialbusiness combination activity, unless we provide our public stockholders with the opportunity to redeem theirshares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held inthe trust account and not previously released to us to pay our taxes divided by the number of then outstandingpublic shares. However, we will only redeem our public shares so long as (after such redemption) our nettangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initialbusiness combination and after payment of underwriters’ fees and commissions (so that we are not subject tothe SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessivenumber of public shares such that we cannot satisfy the net tangible asset requirement (described above), wewould not proceed with the amendment or the related redemption of our public shares at such time.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well aspayments to any creditors, will be funded from amounts remaining out of the approximately $1,500,000 ofproceeds held outside the trust account, although we cannot assure you that there will be sufficient funds forsuch purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to payany tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expensesassociated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trustaccount not required to pay taxes on interest income earned on the trust account balance, we may request thetrustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs andexpenses.

If we were to expend all of the net proceeds of this offering and the sale of the placement units, other thanthe proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trustaccount, the per-share redemption amount received by stockholders upon our dissolution would beapproximately $10.00. The proceeds deposited in the trust account could, however, become subject to theclaims of our creditors which would have higher priority than the claims of our public stockholders. We cannotassure you that the actual per-share redemption amount received by stockholders will not be substantially lessthan $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against usto be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets.These claims must be paid or provided for before we make any distribution of our remaining assets to ourstockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have fundssufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers, prospective target businesses or otherentities with which we do business execute agreements with us waiving any right, title, interest or claim of anykind in or to any monies held in the trust account for the benefit of our public stockholders, there is noguarantee that they will execute such agreements or even if they execute such agreements that they would beprevented from bringing claims against the trust account including but not limited to fraudulent inducement,breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of thewaiver, in each case in order to gain an advantage with respect to a claim against our assets, including the fundsheld in the trust account. If any third party refuses to execute an agreement waiving such claims to the moniesheld in the trust account, our management will perform an analysis of the alternatives available to it and willonly enter into an agreement with a third party that has not executed a waiver if management believes that suchthird party’s engagement would be significantly more beneficial to us than any alternative. Examples of possibleinstances where we may engage a third party that refuses to execute a waiver include the engagement of a thirdparty consultant whose particular expertise or skills are believed by management to be significantly superior tothose of other consultants that would agree to execute a waiver or in cases where management is unable to finda service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered publicaccounting firm, and Barclays Capital Inc. and Cantor Fitzgerald & Co., the underwriters of the offering, willnot execute agreements with us waiving such claims to the monies held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in thefuture as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seekrecourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to theextent any claims by

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a third party for services rendered or products sold to us, or a prospective target business with which we haveentered into a written letter of intent, confidentiality or similar agreement or business combination agreement,reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) theactual amount per public share held in the trust account as of the date of the liquidation of the trust account, ifless than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided thatsuch liability will not apply to any claims by a third party or prospective target business who executed a waiverof any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor willit apply to any claims under our indemnity of the underwriters of this offering against certain liabilities,including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for suchindemnification obligations, nor have we independently verified whether our sponsor has sufficient funds tosatisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of ourofficers or directors will indemnify us for claims by third parties including, without limitation, claims byvendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.00 per public share or (ii)such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account,due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawnto pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has noindemnification obligations related to a particular claim, our independent directors would determine whether totake legal action against our sponsor to enforce its indemnification obligations. While we currently expect thatour independent directors would take legal action on our behalf against our sponsor to enforce itsindemnification obligations to us, it is possible that our independent directors in exercising their businessjudgment may choose not to do so if, for example, the cost of such legal action is deemed by the independentdirectors to be too high relative to the amount recoverable or if the independent directors determine that afavorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligationsand we cannot assure you that our sponsor would be able to satisfy those obligations. Accordingly, we cannotassure you that due to claims of creditors the actual value of the per-share redemption price will not be less than$10.00 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due toclaims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or otherentities with which we do business execute agreements with us waiving any right, title, interest or claim of anykind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under ourindemnity of the underwriters of this offering against certain liabilities, including liabilities under the SecuritiesAct. We will have access to up to approximately $1,500,000 from the proceeds of this offering with which topay any such potential claims (including costs and expenses incurred in connection with our liquidation,currently estimated to be no more than approximately $100,000). In the event that we liquidate and it issubsequently determined that the reserve for claims and liabilities is insufficient, stockholders who receivedfunds from our trust account could be liable for claims made by creditors. In the event that our offeringexpenses exceed our estimate of $750,000, we may fund such excess with funds from the funds not to be held inthe trust account. In such case, the amount of funds we intend to be held outside the trust account woulddecrease by a corresponding amount. Conversely, in the event that the offering expenses are less than ourestimate of $750,000, the amount of funds we intend to be held outside the trust account would increase by acorresponding amount.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to theextent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed toour public stockholders upon the redemption of our public shares in the event we do not complete our initialbusiness combination within 24 months from the closing of this offering may be considered a liquidatingdistribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 ofthe DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-daynotice period during which any third-party claims can be brought against the corporation, a 90-day periodduring which the corporation may reject any claims brought, and an additional 150-day waiting period beforeany liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidatingdistribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed tothe stockholder, and any liability of the stockholder would be barred after the third anniversary of thedissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon theredemption of our public shares in the event we do not complete our initial business combination within 24months

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from the closing of this offering, is not considered a liquidating distribution under Delaware law and suchredemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that aparty may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of theDGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemptiondistribution, instead of three years, as in the case of a liquidating distribution. If we are unable to complete ourinitial business combination within 24 months from the closing of this offering, we will: (i) cease all operationsexcept for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten businessdays thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account including interest earned on the funds held in the trust account and notpreviously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), dividedby the number of then outstanding public shares, which redemption will completely extinguish publicstockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to theapproval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case ofclauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and therequirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon asreasonably possible following our 18th month and, therefore, we do not intend to comply with those procedures.As such, our stockholders could potentially be liable for any claims to the extent of distributions received bythem (but no more) and any liability of our stockholders may extend well beyond the third anniversary of suchdate.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt aplan, based on facts known to us at such time that will provide for our payment of all existing and pendingclaims or claims that may be potentially brought against us within the subsequent 10 years. However, becausewe are a blank check company, rather than an operating company, and our operations will be limited tosearching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors(such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to theobligation contained in our underwriting agreement, we will seek to have all vendors, service providers,prospective target businesses or other entities with which we do business execute agreements with us waivingany right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of thisobligation, the claims that could be made against us are significantly limited and the likelihood that any claimthat would result in any liability extending to the trust account is remote. Further, our sponsor may be liableonly to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 perpublic share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidationof the trust account, due to reductions in value of the trust assets, in each case net of the amount of interestwithdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of thisoffering against certain liabilities, including liabilities under the Securities Act. In the event that an executedwaiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent ofany liability for such third-party claims.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is notdismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may beincluded in our bankruptcy estate and subject to the claims of third parties with priority over the claims of ourstockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will beable to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy petition or aninvoluntary bankruptcy petition is filed against us that is not dismissed, any distributions received bystockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferentialtransfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or allamounts received by our stockholders. Furthermore, our board of directors may be viewed as having breachedits fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our companyto claims of punitive damages, by paying public stockholders from the trust account prior to addressing theclaims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier tooccur of: (i) the completion of our initial business combination, (ii) the redemption of any public sharesproperly tendered in connection with a stockholder vote to amend any provisions of our amended and restatedcertificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption inconnection with our initial business combination or to redeem 100% of our public shares if we do not completeour initial business combination within 24 months from the closing of this offering or (B) with respect to anyother provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) theredemption of all of our public shares if we are unable to complete our business combination within 24 monthsfrom the closing of this offering, subject to applicable law.

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In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. Inthe event we seek stockholder approval in connection with our initial business combination, a stockholder’svoting in connection with the initial business combination alone will not result in a stockholder’s redeeming itsshares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised itsredemption rights as described above. These provisions of our amended and restated certificate of incorporation,like all provisions of our amended and restated certificate of incorporation, may be amended with a stockholdervote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and ifWe Fail to Complete Our Initial Business Combination

The following table compares the redemptions and other permitted purchases of public shares that maytake place in connection with the completion of our initial business combination and if we are unable tocomplete our initial business combination within 24 months from the closing of this offering.

Redemptions in Connectionwith our Initial Business

Combination

Other Permitted Purchases of Public Shares by us or our

Affiliates

Redemptions if we fail to Complete an Initial Business

CombinationCalculation of

redemption price Redemptions at the time of

our initial businesscombination may be madepursuant to a tender offer orin connection with astockholder vote. Theredemption price will be thesame whether we conductredemptions pursuant to atender offer or in connectionwith a stockholder vote. Ineither case, our publicstockholders may redeemtheir public shares for cashequal to the aggregateamount then on deposit inthe trust account as of twobusiness days prior to theconsummation of the initialbusiness combination(which is initiallyanticipated to be $10.00 perpublic share), includinginterest earned on the fundsheld in the trust account andnot previously released to usto pay our taxes divided bythe number of thenoutstanding public shares,subject to the limitation thatno redemptions will takeplace, if all of theredemptions would causeour net tangible assets to beless than $5,000,001 asdescribed elsewhere in thisprospectus and anylimitations (including butnot limited to cashrequirements) agreed to inconnection with thenegotiation of terms of aproposed initial businesscombination.

If we seek stockholderapproval of our initialbusiness combination, oursponsor, directors,officers, advisors or theiraffiliates may purchaseshares in privatelynegotiated transactions orin the open market prior toor following completionof our initial businesscombination. There is nolimit to the prices that oursponsor, directors,officers, advisors or theiraffiliates may pay in thesetransactions.

If we are unable tocomplete our initialbusiness combinationwithin 24 months from theclosing of this offering, wewill redeem all publicshares at a per-share price,payable in cash, equal to theaggregate amount, then ondeposit in the trust account(which is initiallyanticipated to be $10.00 perpublic share) includinginterest earned on the fundsheld in the trust account andnot previously released tous to pay our taxes (less upto $100,000 of interest topay dissolution expenses),divided by the number ofthen outstanding publicshares.

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Redemptions in Connectionwith our Initial Business

Combination

Other Permitted Purchases of Public Shares by us or our

Affiliates

Redemptions if we fail to Complete an Initial Business

CombinationImpact to remaining

stockholders The redemptions in

connection with our initialbusiness combination willreduce the book value pershare for our remainingstockholders, who will bearthe burden of the deferredunderwriting commissionsand taxes payable.

If the permitted purchasesdescribed above are madethere would be no impactto our remainingstockholders because thepurchase price would notbe paid by us.

The redemption of ourpublic shares if we fail tocomplete our initialbusiness combination willreduce the book value pershare for the shares held byour initial stockholders,who will be our onlyremaining stockholdersafter such redemptions.

Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419

The following table compares the terms of this offering to the terms of an offering by a blank checkcompany subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwritingcommissions and underwriting expenses of our offering would be identical to those of an offering undertaken bya company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None ofthe provisions of Rule 419 apply to our offering.

Terms of Our Offering Terms Under a Rule 419 OfferingEscrow of offering

proceeds $220,000,000 of the net proceeds of

this offering and the sale of theplacement units will be deposited intoa trust account in the United States atJ.P. Morgan Chase Bank, N.A., withContinental Stock Transfer & TrustCompany acting as trustee.

Approximately $187,110,000 of theoffering proceeds would be depositedinto either an escrow account with aninsured depositary institution or in aseparate bank account established by abroker-dealer in which the broker-dealeracts as trustee for persons having thebeneficial interests in the account.

Investment of net proceeds

$220,000,000 of the net offeringproceeds and the sale of the placementunits held in trust will be invested onlyin U.S. government treasury bills witha maturity of 180 days or less or inmoney market funds meeting certainconditions under Rule 2a-7 under theInvestment Company Act which investonly in direct U.S. governmenttreasury obligations.

Proceeds could be invested only inspecified securities such as a moneymarket fund meeting conditions of theInvestment Company Act or in securitiesthat are direct obligations of, orobligations guaranteed as to principal orinterest by, the United States.

Receipt of interest onescrowed funds

Interest on proceeds from the trustaccount to be paid to stockholders isreduced by (i) any income or franchisetaxes paid or payable, and (ii) in theevent of our liquidation for failure tocomplete our initial businesscombination within the allotted time,up to $100,000 of net interest that maybe released to us should we have no orinsufficient working capital to fund thecosts and expenses of our dissolutionand liquidation.

Interest on funds in escrow accountwould be held for the sole benefit ofinvestors, unless and only after the fundsheld in escrow were released to us inconnection with our completion of abusiness combination.

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Terms of Our Offering Terms Under a Rule 419 OfferingLimitation on fair value or

net assets of targetbusiness

Nasdaq rules require that we mustcomplete one or more businesscombinations having an aggregate fairmarket value of at least 80% of thevalue of the assets held in the trustaccount (excluding the deferredunderwriting commissions and taxespayable on the income earned on thetrust account) at the time of theagreement to enter into the initialbusiness combination. If our securitiesare not listed on Nasdaq after thisoffering, we would not be required tosatisfy the 80% requirement. However,we intend to satisfy the 80%requirement even if our securities arenot listed on Nasdaq at the time of ourinitial business combination.

The fair value or net assets of a targetbusiness must represent at least 80% ofthe maximum offering proceeds.

Trading of securities issued

We expect the units will begin tradingon or promptly after the date of thisprospectus. The Class A common stockand warrants comprising the units willbegin separate trading on the 52nd dayfollowing the date of this prospectusunless Barclays Capital Inc. and CantorFitzgerald & Co. inform us of theirdecision to allow earlier separatetrading, subject to our having filed theCurrent Report on Form 8-K describedbelow and having issued a pressrelease announcing when such separatetrading will begin. We will file theCurrent Report on Form 8-K promptlyafter the closing of this offering, whichis anticipated to take place threebusiness days from the date of thisprospectus. If the over-allotmentoption is exercised following the initialfiling of such Current Report on Form8-K, an additional Current Report onForm 8-K will be filed to provideupdated financial information to reflectthe exercise of the over-allotmentoption.

No trading of the units or the underlyingClass A common stock and warrantswould be permitted until the completionof a business combination. During thisperiod, the securities would be held inthe escrow or trust account.

Exercise of the warrants

The warrants cannot be exercised untilthe later of 30 days after thecompletion of our initial businesscombination or 12 months from theclosing of this offering.

The warrants could be exercised prior tothe completion of a businesscombination, but securities received andcash paid in connection with theexercise would be deposited in theescrow or trust account.

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Terms of Our Offering Terms Under a Rule 419 OfferingElection to remain an

investor We will provide our public

stockholders with the opportunity toredeem their public shares for cashequal to their pro rata share of theaggregate amount then on deposit inthe trust account as of two businessdays prior to the consummation of ourinitial business combination, includinginterest earned on the funds held in thetrust account and not previouslyreleased to us to pay our taxes, uponthe completion of our initial businesscombination, subject to the limitationsdescribed herein. We may not berequired by law to hold a stockholdervote. We intend to give approximately30 days (but not less than 10 days normore than 60 days) prior written noticeof any such meeting, if required, atwhich a vote shall be taken to approveour initial business combination. If weare not required by law and do nototherwise decide to hold a stockholdervote, we will, pursuant to our amendedand restated certificate ofincorporation, conduct the redemptionspursuant to the tender offer rules of theSEC and file tender offer documentswith the SEC which will containsubstantially the same financial andother information about the initialbusiness combination and theredemption rights as is required underthe SEC’s proxy rules. In the event weconduct redemptions pursuant to thetender offer rules, our offer to redeemwill remain open for at least 20business days, in accordance with Rule14e-1(a) under the Exchange Act, andwe will not be permitted to completeour initial business combination untilthe expiration of the tender offerperiod. If, however, we hold astockholder vote, we will, like manyblank check companies, offer toredeem shares in conjunction with aproxy solicitation pursuant to the proxyrules.

A prospectus containing informationpertaining to the business combinationrequired by the SEC would be sent toeach investor. Each investor would begiven the opportunity to notify thecompany in writing, within a period ofno less than 20 business days and nomore than 45 business days from theeffective date of a post-effectiveamendment to the company’sregistration statement, to decide if itelects to remain a stockholder of thecompany or require the return of itsinvestment. If the company has notreceived the notification by the end ofthe 45th business day, funds and interestor dividends, if any, held in the trust orescrow account are automaticallyreturned to the stockholder.

Unless a sufficient number ofinvestors elect to remain investors, allfunds on deposit in the escrow accountmust be returned to all of the investorsand none of the securities are issued.

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Terms of Our Offering Terms Under a Rule 419 Offering

If we seek stockholder approval, wewill complete our initial businesscombination only if a majority of theoutstanding shares of common stockvoted are voted in favor of the initialbusiness combination. Additionally,each public stockholder may elect toredeem their public shares irrespectiveof whether they vote for or against theproposed transaction. A quorum forsuch meeting will consist of theholders present in person or by proxyof shares of outstanding capital stockof the company representing a majorityof the voting power of all outstandingshares of capital stock of the companyentitled to vote at such meeting.

Business combinationdeadline

If we are unable to complete an initialbusiness combination within 24months from the closing of thisoffering, we will (i) cease alloperations except for the purpose ofwinding up, (ii) as promptly asreasonably possible but not more thanten business days thereafter, redeem100% of the public shares, at a per-share price, payable in cash, equal tothe aggregate amount then on depositin the trust account including interestearned on the funds held in the trustaccount and not previously released tous to pay our taxes (less up to$100,000 of interest to pay dissolutionexpenses), divided by the number ofthen outstanding public shares, whichredemption will completely extinguishpublic stockholders’ rights asstockholders (including the right toreceive further liquidatingdistributions, if any), subject toapplicable law, and (iii) as promptly asreasonably possible following suchredemption, subject to the approval ofour remaining stockholders and ourboard of directors, dissolve andliquidate, subject in the case of clauses(ii) and (iii) above to our obligationsunder Delaware law to provide forclaims of creditors and therequirements of other applicable law.

If a business combination has not beencompleted within 18 months after theeffective date of the company’sregistration statement, funds held in thetrust or escrow account are returned toinvestors.

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Terms of Our Offering Terms Under a Rule 419 OfferingLimitation on redemption

rights of stockholdersholding more than 15%of the shares sold in thisoffering if we hold astockholder vote

If we seek stockholder approval of ourinitial business combination and we donot conduct redemptions in connectionwith our initial business combinationpursuant to the tender offer rules, ouramended and restated certificate ofincorporation will provide that a publicstockholder (including our affiliates),together with any affiliate of suchstockholder or any other person withwhom such stockholder is acting inconcert or as a “group” (as definedunder Section 13 of the Exchange Act),will be restricted from seekingredemption rights with respect toExcess Shares (more than an aggregateof 15% of the shares sold in thisoffering). Our public stockholders’inability to redeem Excess Shares willreduce their influence over our abilityto complete our initial businesscombination and they could suffer amaterial loss on their investment in usif they sell any Excess Shares in openmarket transactions.

Many blank check companies provideno restrictions on the ability ofstockholders to redeem shares based onthe number of shares held by suchstockholders in connection with aninitial business combination.

Tendering stockcertificates in connectionwith redemption rights

We may require our publicstockholders seeking to exercise theirredemption rights, whether they arerecord holders or hold their shares in“street name,” to either tender theircertificates to our transfer agent up totwo business days prior to the vote onthe proposal to approve the initialbusiness combination, or to delivertheir shares to the transfer agentelectronically using The DepositoryTrust Company’s DWAC System, atthe holder’s option. The proxymaterials that we will furnish toholders of our public shares inconnection with our initial businesscombination will indicate whether weare requiring public stockholders tosatisfy such delivery requirements.Accordingly, a public stockholderwould have up to two days prior to thevote on the initial businesscombination to tender its shares if itwishes to seek to exercise itsredemption rights.

In order to perfect redemption rights inconnection with their businesscombinations, holders could vote againsta proposed initial business combinationand check a box on the proxy cardindicating such holders were seeking toexercise their redemption rights. Afterthe business combination was approved,the company would contact suchstockholders to arrange for them todeliver their certificate to verifyownership.

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Terms of Our Offering Terms Under a Rule 419 OfferingRelease of funds Except with respect to interest earned

on the funds held in the trust accountthat may be released to us to pay ourtax obligations or dissolution expenses,the proceeds from this offering and thesale of the placement units held in thetrust account will not be released fromthe trust account until the earliest tooccur of: (i) the completion of ourinitial business combination, (ii) theredemption of any public sharesproperly submitted in connection witha stockholder vote to amend ouramended and restated certificate ofincorporation (A) to modify thesubstance or timing of our obligation toallow redemption in connection withour initial business combination or toredeem 100% of our public shares ifwe do not complete our initial businesscombination within 24 months fromthe closing of this offering or (B) withrespect to any other provision relatingto stockholders’ rights or pre-businesscombination activity and (iii) theredemption of 100% of our publicshares if we are unable to complete aninitial business combination within therequired time frame (subject to therequirements of applicable law). Onthe completion of our initial businesscombination, all amounts held in thetrust account will be released to us, lessamounts released to a separate accountcontrolled by the trustee for disbursalto redeeming stockholders. We will usethese funds to pay amounts due to anypublic stockholders who exercise theirredemption rights as described aboveunder “Redemption rights for publicstockholders upon completion of ourinitial business combination,” to paythe underwriters their deferredunderwriting commissions, to pay allor a portion of the considerationpayable to the target or owners of thetarget of our initial businesscombination and to pay other expensesassociated with our initial businesscombination.

The proceeds held in the escrow accountare not released until the earlier of thecompletion of a business combination orthe failure to effect a businesscombination within the allotted time.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we mayencounter intense competition from other entities having a business objective similar to ours, including otherblank check companies, private equity groups and leveraged buyout funds, and operating businesses seekingstrategic business combinations. Many of these entities are well established and have extensive experienceidentifying and effecting business combinations directly or through affiliates. Moreover, many of thesecompetitors possess greater financial, technical, human and other resources than we do. Our ability to acquirelarger target businesses will

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be limited by our available financial resources. This inherent limitation gives others an advantage in pursuingthe initial business combination of a target business. Furthermore, our obligation to pay cash in connection withour public stockholders who exercise their redemption rights may reduce the resources available to us for ourinitial business combination and our outstanding warrants, and the future dilution they potentially represent,may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitivedisadvantage in successfully negotiating an initial business combination.

Facilities

Our executive offices are located at c/o Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas,New York, NY 10105, and our telephone number is (646) 965-8218. Our executive offices are provided to us byour sponsor. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000per month for office space, utilities and secretarial and administrative support. A portion of such payment isexpected to be paid by our sponsor to an affiliate of a member of our sponsor for additional office space andcertain support services. We consider our current office space adequate for our current operations.

Employees

We currently have two officers. These individuals are not obligated to devote any specific number ofhours to our matters but they intend to devote as much of their time as they deem necessary, in the exercise oftheir respective business judgement, to our affairs until we have completed our initial business combination.The amount of time they will devote in any time period will vary based on whether a target business has beenselected for our initial business combination and the stage of the initial business combination process we are in.We do not intend to have any full time employees prior to the completion of our initial business combination.We do not have an employment agreement with any member of our management team.

Periodic Reporting and Financial Information

We will register our units, Class A common stock and warrants under the Exchange Act and havereporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.In accordance with the requirements of the Exchange Act, our annual reports will contain financial statementsaudited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as partof the tender offer materials or proxy solicitation materials sent to stockholders to assist them in assessing thetarget business. In all likelihood, these financial statements will need to be prepared in accordance with, orreconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may berequired to be audited in accordance with the standards of the PCAOB. These financial statement requirementsmay limit the pool of potential targets we may conduct an initial business combination with because sometargets may be unable to provide such statements in time for us to disclose such statements in accordance withfederal proxy rules and complete our initial business combination within the prescribed time frame. We cannotassure you that any particular target business identified by us as a potential business combination candidate willhave financial statements prepared in accordance with GAAP or that the potential target business will be able toprepare its financial statements in accordance with the requirements outlined above. To the extent that theserequirements cannot be met, we may not be able to acquire the proposed target business. While this may limitthe pool of potential business combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31,2020 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer oran accelerated filer will we be required to have our internal control procedures audited. A target company maynot be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internalcontrols. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. Prior to thedate of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily registerour securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulationspromulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reportingor other obligations under the Exchange Act prior or subsequent to the consummation of our initial businesscombination.

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We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a)following the fifth anniversary of the completion of this offering, (b) in which we have total annual grossrevenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means themarket value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as ofthe prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debtduring the prior three-year period.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or anymembers of our management team in their capacity as such.

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MANAGEMENT

Officers and Directors

Our officers and directors are as follows:

Name Age Position

Lee Einbinder 59 Chief Executive Officer and DirectorHoward Kurz 62 President and Chief Financial Officer and DirectorJay N. Levine 57 DirectorRobert Matza 63 DirectorDiane B. Glossman 63 DirectorAris Kekedjian 53 Director

Lee Einbinder, our Chief Executive Officer and a Director since inception, was a Vice Chairman atBarclays prior to retiring in August 2019. He was responsible for senior client relationships across the financialservices industry, including Banks, Specialty Finance, Financial Technology, Asset Management and FinancialSponsors. Mr. Einbinder was at Barclays since the acquisition of Lehman Brothers in 2008, and during that timewas also co-Head of the Financial Institutions Group and a member of the Investment Banking OperatingCommittee. Prior to joining Barclays, Mr. Einbinder worked at Lehman Brothers from 1996 to 2008, where hewas Head of the Specialty Finance group and founded the Financial Technology group. He previously workedin similar capacities at CS First Boston and Salomon Brothers. Mr. Einbinder recently joined the AdvisoryBoard of Communitas Capital Partners, an early stage venture capital fund for FinTech and marketplacecompanies, and the Investment Committee of Nassau Street Ventures, an investment fund affiliated with AlumniVentures Group. Mr. Einbinder is also a Director, Treasurer, and a member of the Executive Committee of theRoxbury Land Trust. He received his M.B.A. with Distinction from the Wharton School and his B.S.E. cumlaude from Princeton University. We believe Mr. Einbinder is well qualified to serve as one of our directors dueto his extensive finance and investment experience.

Howard Kurz, our President and Chief Financial Officer since inception, has over 30 years’ experienceas a successful institutional investor and asset manager. Mr. Kurz was the founder and has been serving as theChief Executive Officer of Lily Pond Capital Management LLC (“LPCM”), an alternative investment managerheadquartered in New York since January 2001. Most recently, LPCM was the investment manager of a PrivateEquity Fund (Lilypad Investors I) which provided early stage operating capital and expertise to an array ofalternative investment management firms. Lilypad Investors I recently exited its final portfolio investment.Before founding LPCM, from September 1996 to January 2001, Mr. Kurz was Managing Director and Head ofNorth American Financial Markets at The Royal Bank of Scotland Plc. Additionally, he was responsibleglobally for Foreign Exchange, Emerging Markets, and principal investments and was a senior member of thedivision’s Executive Committee. Prior to RBS, Mr. Kurz was a Managing Director at Lehman Brothers wherehe headed the Multi-Markets Proprietary Trading unit. He received his B.A. from University of Pennsylvania.We believe Mr. Kurz is well qualified to serve as one of our directors due to the breadth and depth of hisexperience in the finance, banking and investment industries.

Jay N. Levine, one of our directors as of the effective date of the registration statement of which thisprospectus forms part, has been serving as Chairman of the Board of Directors of One Main Holdings, Inc(“One Main”) since June 2018. Mr. Levine previously served as President, Chief Executive Officer and amember of the Board of Directors of OneMain from October 2011 to September 2018. Mr. Levine joined thenew OneMain shortly after it was acquired by Fortress Investment Group in 2011 and within two years he ledthe company’s return to profitability and IPO. During his tenure as CEO, Mr. Levine also completed theacquisition of the company’s largest competitor (One Main Financial Services) from Citigroup and led itsintegration into the successor company. From December 2008 to February 2011, Mr. Levine was brought in tohelp restructure and served as President and Chief Executive Officer and a member of the Board of Directors ofCapmark Financial Group Inc., a commercial real estate finance company. On October 25, 2009, Capmark andcertain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. BankruptcyCode and eventually emerged from bankruptcy on September 30, 2011. From 2000 to 2008, Mr. Levine servedas President and Chief Executive Officer of RBS Greenwich Capital, a financial services company, withresponsibility for the company’s institutional business in the United States. Previously, Mr. Levine was co-headof the Mortgage and Asset Backed Departments at RBS Greenwich Capital. Mr. Levine earned a bachelor’sdegree from the University of California Davis. We believe Mr. Levine is well qualified to serve as a Directordue to his extensive operational and board experience in the financial industry.

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Robert Matza, one of our directors as of the effective date of the registration statement of which thisprospectus forms part, retired as President, Partner and member of the Executive Committee of GoldenTree inJune 2019 after almost 14 years at the firm. Mr. Matza joined GoldenTree in January 2006 and managedGoldenTree’s business management infrastructure, which provides operational support to GoldenTree’sinvestment products and client franchise. During his time at GoldenTree, Mr. Matza was part of the seniormanagement team that oversaw significant growth in assets under management (from approximately $7 billionto over $30 billion), long only and alternatives (private equity and hedge funds), product lines and personnel.Prior to GoldenTree, Mr. Matza served as President and Chief Operating Officer of Neuberger Berman, Inc., aswell as a member of its Board of Directors and Executive Committee, and following its acquisition by LehmanBrothers, a member of Lehman Brothers’ Management and Investment Committees. He joined NeubergerBerman in April 1999 as a Principal, and led the team that successfully completed the initial public offering ofNeuberger Berman in November of that same year. Between 2000 and 2003, he negotiated and completedseveral acquisitions and lift outs. In 2003, Mr. Matza negotiated the $2.6 billion sale of the company to LehmanBrothers. Assets under management grew from approximately $55 billion to over $107 billion from the timethat Mr. Matza joined Neuberger Berman, until he left at the end of 2005. Mr. Matza’s industry experience priorto 1996 includes 16 years with Lehman Brothers and its predecessor companies, where he last served asManaging Director, Chief Financial Officer and a member of the Operating and Investment Committees. In1996, he joined Travelers Group as its Treasurer and became Deputy Treasurer of Citigroup after Travelers andCiticorp merged in 1998. While at Citigroup, he served on the Finance, Investment and Merger & AcquisitionCommittees. He began his professional career at Coopers and Lybrand. Mr. Matza currently serves on the Boardof Managers (as well as audit and compensation committees) of AG Artemis Holding LP, the holding companyof Advisor Group Inc., a privately owned network of independent broker-dealers that was purchased by aprivate equity firm for $2.3 billion in 2019. He is also serving as a Senior Advisor at Rockefeller CapitalManagement, a financial services firm offering global family office, asset management and strategic advisoryservices to ultra-high-net-worth clients, institutions and corporations, and to Algorand, a newly establishedblockchain company focused on the commercialization of the secure blockchain to transact for globalinstitutions focused on Wall Street and the securities markets. Mr. Matza is a member of the Dean’s AdvisoryBoard and the Board of the Center for Institutional Investment Management of the University at Albany’sSchool of Business. Mr. Matza earned his bachelor’s degree from the State University of New York at Albany,his MBA in Finance from New York University and he is a Certified Public Accountant. We believe Mr. Matzais well qualified to serve as a Director due to his asset management, investment and mergers and acquisitionexperience in the financial industry.

Diane B. Glossman, one of our directors as of the effective date of the registration statement of whichthis prospectus forms part, spent 25 years as a research analyst, retiring as a Managing Director and head ofU.S. bank and brokerage research at UBS. Prior to UBS, Ms. Glossman was co-head of Global Bank Researchand head of Internet Financial Services Research at Lehman Brothers, and prior to that at Salomon Brothers fornine years where she was co-Head of U.S. Bank Stock Research. Over her sell-side research career, Ms.Glossman specialized in money center banks, trust banks and broker dealers, covering all aspects of bankingand financial services, including banking technology and the revenue generating businesses of cashmanagement, trade finance, and securities services. Ms. Glossman was a multiple-time member of InstitutionalInvestor’s All-America Research Team. During her decade on the buy-side, she was responsible for coverage ofall financials along with a variety of other industry sectors. Ms. Glossman has been serving as a member of theBoard of Directors and Audit Committee of Barclays Bank Delaware, Barclays US consumer operations, sinceJune 2016 and chaired the Audit Committee since December 2018. She has also been serving as a member ofthe advisory board of Barclays US LLC, the U.S. intermediate holding company of Barclays PLC, since itsinception in April 2015, and since the advisory board upgrade into the Board of Directors, a member of theBoard of Directors, Audit Committee Chair and member of the Governance Committee. In addition, she hasbeen serving as a member of the Board of Directors and its various committees of Live Oak Bancshares, a $4billion North Carolina-based bank, since August 2014, and assisted in its initial public offering. She has beeninvolved with Bucks County SPCA, a humane organization serving Bucks County, Pennsylvania, since 2003and currently serves as the Chair of the Finance Committee. Ms. Glossman’s previous board experienceincludes serving on the Board of Directors or Board of Trustees of WMI Holding, from bankruptcy emergencein March 2012 through its merger with Nationstar in August 2018; Ambac Assurance, a public financeinsurance company, from October 2010 to February 2018 when it emerged from regulatory rehabilitation; QBENA, the American subsidiary of the Australian insurer QBE, from February 2015 to December 2017; PowaTechnologies Holdings Plc, a London-based mobile technology start-up, from July 2013 to November, 2016;State Street Global Advisors Mutual Funds from September 2009 to April 2011; and E Charge, an internetpayment start-up company from 1999 to 2001. In addition to her directorships, Ms. Glossman has also workedas an independent consultant with a number of banks in the U.S. and U.K. on projects relating to strategy,business

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execution, and investor communications. During 2013 and 2014, she was a senior fellow at the Center ofFinancial Stability and was joint author of a report on bank capital. At that time, she also wrote articles for theCornerstone Journal of Sustainable Finance and Banking regarding the banking industry. In 2013, she alsoserved a member of SASB’s financial industry working group engaged in establishing sustainability reportingmetrics for commercial banks, custody banks, and asset managers. From 2003 to 2005, she was an advisor toCitigroup’s Global Consumer Group and a member of its planning group. During much of that time, she wasacting head of the International Retail Bank. Ms. Glossman received a B.S. in Economics from the WhartonSchool of the University of Pennsylvania, with a double major in finance and health care administration, and isa Chartered Financial Analyst. We believe Ms. Glossman is well qualified to serve as a Director due to herstrong knowledge of capital markets, institutional investors, and a variety of industries.

Aris Kekedjian, one of our directors as of the effective date of the registration statement of which thisprospectus forms part, retired from GE in 2019 after a 30 year career with the company, most recently servingas head of Corporate Development and Chief Investment Officer since 2016. During this time, Mr. Kekedjianled a number of notable M&A transactions, including the $30 billion merger of GE Oil & Gas with BakerHughes, creating a $22 billion business with operations in 120 countries, and the $11 billion merger of GETransportation with Wabtec Corporation, creating a technology category leader for rail equipment, services andsoftware. Mr. Kekedjian was previously a Managing Director and Global head of Business Development/M&Aat GE Capital from 2010 through 2016. Mr. Kekedjian led the GE team that divested more than $200 billion ofGE Capital’s business across the world. He also led the merger of Met Life’s online bank with SynchronyFinancial and a subsequent $3 billion IPO and $20 billion stock split transaction for Synchrony Financial. Healso led IPOs of both Cembra Money Bank in Switzerland and Moneta Bank in the Czech Republic. Prior tothose divestitures, Mr. Kekedjian was responsible for creating comprehensive strategic plans for deal activitiesin the banking, real estate, leasing, mortgage, credit card and commercial lending sectors. From 2008 to 2010,Mr. Kekedjian served as Managing Director, Global Corporate Development and Chief Executive Officer forGE Capital, MEA region, responsible for company-wide strategic partnership and alliance development withglobal, sovereign capital partners. Mr. Kekedjian was previously the Chief Financial Officer of GE Banking &Consumer Finance for the EMEA region (GE Money) from 2004 to 2008, a $10 billion net revenue businesswith over $100 billion in assets and operations in 25 countries. He joined GE as a part of the FinancialManagement Program in 1989.

Advisor

Shami Patel, our advisor, is a Managing Director of Cohen & Co. (in its asset management group) andwas active in all aspects of the IPO and business combination process of FinTech I (Nasdaq: FNTC) andFinTech II (Nasdaq: FNTE), including origination, due diligence and execution. He served as a Director, Chairof the Audit Committee and member of the Compensation Committee of FinTech I and FinTech II. FinTech Iraised $100.0 million in its initial public offering in February 2015 and completed its initial businesscombination when it acquired FTS Holding Corporation in July 2016, in connection with which FinTech Ichanged its name to CardConnect Corp. The common stock of CardConnect Corp. was traded on the NasdaqCapital Market under the symbol “CCN” until CardConnect Corp. was acquired by First Data Corporation onJuly 6, 2017. FinTech II raised $175.0 million in its initial public offering in January 2017 and completed itsinitial business combination when it acquired Intermex Holdings II in July 2018, in connection with whichFinTech II changed its name to International Money Express, Inc. The common stock of International MoneyExpress, Inc. is currently traded on the Nasdaq Capital Market under the symbol “IMXI.” Mr. Patel currentlyserves as an advisor to FinTech III (Nasdaq: FTAC), which raised $345 million in its initial public offering inNovember 2018 and is currently looking for an initial business combination target. Aside from his SPACexperience, Mr. Patel has served as the Co-Head of the Venture Capital Team and General Partner of PacificView Ventures, a division of Pacific View Asset Management, LLC, an investment advisory firm, and as theVice Chairman of the Board of Golden Pacific Bancorp, Inc., a financial holding company that providesbanking and other financial products and services. He has served at Clean Pacific Ventures Management, LLC,a venture capital firm specializing in early stage investments, as a venture partner, and was a partner at, andserved on the Executive Committee of, Hexagon Securities, LLC, a credit focused investment bank andsecurities firm. From 2001 to August 2009, he served as Managing Director and Senior Partner at Cohen &Company, where he helped launch Alesco Financial, Inc., where he served as Chief Operating Officer and ChiefInvestment Officer from 2006 to 2009. From 1999 to 2000, he served as Chief Financial Officer for TRMCorporation (Nasdaq: TRMM), a consumer and financial services company. In 2000, he foundediATMglobal.net, a middleware software business where he served as Chief Executive Officer and which wassold to NCR Corporation in 2001. He served as Vice President of the West Coast Region for Sirrom CapitalCorporation, a mezzanine finance

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fund, from 1998 to 1999. Prior to this he was in the business services group at Robertson Stephens, aninvestment banking firm from 1997 to 1998 and served as a strategy consultant in the energy group at AndersenConsulting from 1991 to 1993. Mr. Patel has served on the Board of the Duke University School of Law since2011 and has been a Senior Lecturing Fellow since 2012 and a member of the Advisory Board of the Law andEntrepreneurship Program at Duke since 2013. Mr. Patel has also served on the Executive Committee of theSeven Hills School since 2010 and has been the Treasurer of the Board of Trustees since 2012.

We currently expect our advisor and any additional advisors we may engage to (i) assist us in sourcingand negotiating with potential business combination targets, (ii) provide their business insights when we assesspotential business combination targets and (iii) upon our request, provide their business insights as we work tocreate additional value in the businesses that we acquire, which, in the case of (iii), will fulfill some of the samefunctions as our board members. However, they have no written advisory agreement with us. Additionally,except as disclosed under “Principal Stockholders” and “Certain Relationships and Related Party Transactions,”our advisors have no other employment or compensation arrangements with us. Moreover, our advisors will notbe under any fiduciary obligations to us nor will they perform board or committee functions, nor will they haveany voting or decision making capacity on our behalf. They will also not be required to devote any specificamount of time to our efforts or be subject to the fiduciary requirements to which our board members aresubject. Accordingly, if any of our advisors becomes aware of a business combination opportunity which issuitable for any of the entities to which he has fiduciary or contractual obligations, including other blank checkcompanies, he will honor his fiduciary or contractual obligations to present such business combinationopportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify orexpand our roster of advisors as we source potential business combination targets or create value in businessesthat we may acquire.

Number and Terms of Office of Officers and Directors

We have six directors. Our board of directors is divided into three classes with only one class of directorsbeing elected in each year and each class (except for those directors appointed prior to our first annual meetingof stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, weare not required to hold an annual meeting until one year after our first fiscal year end following our listing onNasdaq. The term of office of the first class of directors, consisting of Messrs. Levine and Kekedjian, willexpire at our first annual meeting of stockholders. The term of office of the second class of directors, consistingof Mr. Matza and Ms. Glossman, will expire at the second annual meeting of stockholders. The term of office ofthe third class of directors, consisting of Messrs. Einbinder and Kurz, will expire at the third annual meeting ofstockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors,rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices setforth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman ofthe Board, one or more Chief Executive Officers, Chief Financial Officer, President, Vice Presidents, Secretary,Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independentdirector” is defined generally as a person other than an officer or employee of the company or its subsidiaries orany other individual having a relationship which in the opinion of the company’s board of directors, wouldinterfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.Our board of directors has determined that Messrs. Levine, Matza and Kekedjian and Ms. Glossman are“independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independentdirectors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers has received any cash compensation for services rendered to us. Commencing on thedate of this prospectus, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilitiesand secretarial and administrative support. Upon completion of our initial business combination or ourliquidation, we will cease paying these monthly fees. Other than as set forth elsewhere in this prospectus, nocompensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of anypayment of a loan,

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will be paid by us to our sponsor, officers, directors or advisors or any affiliate of our sponsor, officers, directorsor advisors, prior to, or in connection with any services rendered in order to effectuate, the consummation of ourinitial business combination (regardless of the type of transaction that it is). However, these individuals will bereimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such asidentifying potential target businesses and performing due diligence on suitable business combinations. Ouraudit committee will review on a quarterly basis all payments that were made to our sponsor, officers ordirectors, advisors or our or their affiliates. Any such payments prior to an initial business combination will bemade using funds held outside the trust account. Other than quarterly audit committee review of such payments,we do not expect to have any additional controls in place governing our reimbursement payments to ourdirectors and executive officers for their out-of-pocket expenses incurred in connection with identifying andconsummating an initial business combination.

After the completion of our initial business combination, officers or directors who remain with us may bepaid consulting or management fees from the combined company. All of these fees will be fully disclosed tostockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished toour stockholders in connection with a proposed initial business combination. We have not established any limiton the amount of such fees that may be paid by the combined company to our directors or members ofmanagement. It is unlikely the amount of such compensation will be known at the time of the proposed initialbusiness combination, because the directors of the post-combination business will be responsible fordetermining officer and director compensation. Any compensation to be paid to our officers will be determined,or recommended to the board of directors for determination, either by a compensation committee constitutedsolely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain theirpositions with us after the consummation of our initial business combination, although it is possible that someor all of our officers and directors may negotiate employment or consulting arrangements to remain with usafter our initial business combination. The existence or terms of any such employment or consultingarrangements to retain their positions with us may influence our management’s motivation in identifying orselecting a target business but we do not believe that the ability of our management to remain with us after theconsummation of our initial business combination will be a determining factor in our decision to proceed withany potential business combination. We are not party to any agreements with our officers and directors thatprovide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee.Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act requirethat the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rulesrequire that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the board of directors. Messrs. Matza and Kekedjian and Ms.Glossman will serve as members of our audit committee, and Mr. Matza chairs the audit committee. Under theNasdaq listing standards and applicable SEC rules, we are required to have at least three members of the auditcommittee, all of whom must be independent. Each of Messrs. Matza and Kekedjian and Ms. Glossman meetthe independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the ExchangeAct.

Each member of the audit committee is financially literate and our board of directors has determined thateach of the audit committee members qualifies as an “audit committee financial expert” as defined in applicableSEC rules.

We have adopted an audit committee charter, which will detail the principal functions of the auditcommittee, including:

• the appointment, compensation, retention, replacement, and oversight of the work of theindependent registered public accounting firm engaged by us;

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• pre-approving all audit and permitted non-audit services to be provided by the independentregistered public accounting firm engaged by us, and establishing pre-approval policies andprocedures;

• setting clear hiring policies for employees or former employees of the independent registered publicaccounting firm, including but not limited to, as required by applicable laws and regulations;

• setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

• obtaining and reviewing a report, at least annually, from the independent registered publicaccounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review,or peer review, of the audit firm, or by any inquiry or investigation by governmental or professionalauthorities within the preceding five years respecting one or more independent audits carried out bythe firm and any steps taken to deal with such issues and (iii) all relationships between theindependent registered public accounting firm and us to assess the independent registered publicaccounting firm’s independence;

• reviewing and approving any related party transaction required to be disclosed pursuant to Item 404of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

• reviewing with management, the independent registered public accounting firm, and our legaladvisors, as appropriate, any legal, regulatory or compliance matters, including any correspondencewith regulators or government agencies and any employee complaints or published reports that raisematerial issues regarding our financial statements or accounting policies and any significant changesin accounting standards or rules promulgated by the Financial Accounting Standards Board, theSEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Mr. Levine and Ms. Glossmanwill serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SECrules, we are required to have at least two members of the compensation committee, all of whom must beindependent. Mr. Levine and Ms. Glossman are independent and Mr. Levine chairs the compensationcommittee.

We have adopted a compensation committee charter, which will detail the principal functions of thecompensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our ChiefExecutive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’sperformance in light of such goals and objectives and determining and approving the remuneration(if any) of our Chief Executive Officer based on such evaluation;

• reviewing and approving on an annual basis the compensation, if any is paid by us, of all of ourother officers;

• reviewing on an annual basis our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosurerequirements;

• approving all special perquisites, special cash payments and other special compensation and benefitarrangements for our officers and employees;

• if required, producing a report on executive compensation to be included in our annual proxystatement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $10,000 permonth, for up to 24 months, for office space, utilities and secretarial and administrative support andreimbursement

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of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to anyof our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any servicesthey render in order to effectuate the consummation of an initial business combination. Accordingly, it is likelythat prior to the consummation of an initial business combination, the compensation committee will only beresponsible for the review and recommendation of any compensation arrangements to be entered into inconnection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain theadvice of a compensation consultant, legal counsel or other adviser and will be directly responsible for theappointment, compensation and oversight of the work of any such adviser. However, before engaging orreceiving advice from a compensation consultant, external legal counsel or any other adviser, the compensationcommittee will consider the independence of each such adviser, including the factors required by Nasdaq andthe SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance andnominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 ofthe Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection bythe board of directors. The board of directors believes that the independent directors can satisfactorily carry outthe responsibility of properly selecting or approving director nominees without the formation of a standingnominating committee. The directors who will participate in the consideration and recommendation of directornominees are Messrs. Levine, Matza and Kekedjian and Ms. Glossman. In accordance with Rule 5605 of theNasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not havea nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by ourstockholders during such times as they are seeking proposed nominees to stand for election at the next annualmeeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish tonominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that arenecessary for directors to possess. In general, in identifying and evaluating nominees for director, the board ofdirectors considers educational background, diversity of professional experience, knowledge of our business,integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of ourstockholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensationcommittee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed acopy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registrationstatement of which this prospectus is a part. You will be able to review these documents by accessing our publicfilings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided withoutcharge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of ourCode of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You CanFind Additional Information.”

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors haveagreed to present any business opportunities presented to them in their capacity as a director or officer of ourcompany to us. Certain of our officers and directors presently have fiduciary or contractual obligations to otherentities pursuant to which such officer or director is or will be required to present a business combinationopportunity. Accordingly, if any of our officers or directors becomes aware of a business combinationopportunity

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which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or shewill honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe,however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affectour ability to complete our initial business combination. Our amended and restated certificate of incorporationwill provide that we renounce our interest in any corporate opportunity offered to any director or officer unlesssuch opportunity is expressly offered to such person solely in his or her capacity as a director or officer of ourcompany and such opportunity is one we are legally and contractually permitted to undertake and wouldotherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer thatopportunity to us without violating another legal obligation.

Our officers have agreed not to become an officer or director of any other special purpose acquisitioncompany with a class of securities registered under the Exchange Act, until we have entered into a definitiveagreement regarding our initial business combination or we liquidate the trust fund. Potential investors shouldalso be aware of the following other potential conflicts of interest:

• None of our officers or directors is required to commit his or her full time to our affairs and,accordingly, may have conflicts of interest in allocating his or her time among various businessactivities.

• In the course of their other business activities, our officers and directors may become aware ofinvestment and business opportunities which may be appropriate for presentation to us as well asthe other entities with which they are affiliated. Our officers and directors may have conflicts ofinterest in determining to which entity a particular business opportunity should be presented.

• Our initial stockholders have agreed to waive their redemption rights with respect to any foundershares and placement shares and any public shares held by them in connection with theconsummation of our initial business combination. Additionally, our initial stockholders haveagreed to waive their redemption rights with respect to any founder shares and placement sharesheld by them if we fail to consummate our initial business combination within 24 months after theclosing of this offering. If we do not complete our initial business combination within suchapplicable time period, the proceeds of the sale of the placement units held in the trust account willbe used to fund the redemption of our public shares, and the placement securities will expireworthless. With certain limited exceptions, the founder shares will not be transferable, assignable byour sponsor until the earlier of: (A) one year after the completion of our initial business combinationor (B) subsequent to our initial business combination, (x) if the last sale price of our Class Acommon stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading dayperiod commencing at least 150 days after our initial business combination, or (y) the date on whichwe complete a liquidation, merger, capital stock exchange, reorganization or other similartransaction that results in all of our stockholders having the right to exchange their shares ofcommon stock for cash, securities or other property. With certain limited exceptions, the placementshares and placement warrants and the Class A common stock underlying such warrants, will not betransferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after thecompletion of our initial business combination. Since our sponsor and officers and directors maydirectly or indirectly own common stock and warrants following this offering, our officers anddirectors may have a conflict of interest in determining whether a particular target business is anappropriate business with which to effectuate our initial business combination.

• Our officers and directors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers and directors was includedby a target business as a condition to any agreement with respect to our initial businesscombination.

• Our sponsor, officers or directors may have a conflict of interest with respect to evaluating abusiness combination and financing arrangements as we may obtain loans from our sponsor or anaffiliate of our sponsor or any of our officers or directors to finance transaction costs in connectionwith an intended initial business combination. Up to $1,500,000 of such loans may be convertibleinto units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initialbusiness combination. The units would be identical to the placement units.

The conflicts described above may not be resolved in our favor.

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In general, officers and directors of a corporation incorporated under the laws of the State of Delaware arerequired to present business opportunities to a corporation if:

• the corporation could financially undertake the opportunity;

• the opportunity is within the corporation’s line of business; and

• it would not be fair to our company and its stockholders for the opportunity not to be brought to theattention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legalobligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest inany corporate opportunity offered to any director or officer unless such opportunity is expressly offered to suchperson solely in his or her capacity as a director or officer of our company and such opportunity is one we arelegally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to theextent the director or officer is permitted to refer that opportunity to us without violating another legalobligation.

Below is a table summarizing the entities to which our executive officers and directors currently may havefiduciary duties or contractual obligations:

Individual Entity Entity’s Business Affiliation

Lee Einbinder Nassau Street Ventures Venture Capital Member of the InvestmentCommittee

Lee Einbinder Communitas Capital Partners Venture Capital Member of the Advisory Board

Lee Einbinder Roxbury Land Trust Land Preservation Director, Treasurer, and Memberof the Executive Committee

Howard Kurz Lily Pond Capital ManagementLLC

AlternativeInvestment Manager

Chief Executive Officer

Howard Kurz Lilypad Investors Investing Principal

Howard Kurz Lilypad SPV 1 Investing Principal

Howard Kurz Waterlily Investments LLC Investing Principal

Jay N. Levine One Main Holdings, Inc Personal Finance Chairman of the Board ofDirectors

Robert Matza AG Artemis Holding LP Holding Company Director

Robert Matza Rockefeller Capital Management Asset ManagementAdvisory

Senior Advisor

Robert Matza Algorand Blockchain Senior Advisor

Diane B.Glossman

Barclays Bank Delaware Banking Director

Diane B.Glossman

Barclays US LLC Holding Company Director

Diane B.Glossman

Live Oak Bancshares Banking Director

Diane B.Glossman

Bucks County SPCA Humane Organization Director

Aris Kekedjian Webbs Hill Partners Strategic AdvisoryServices

Founder

Accordingly, if any of the above executive officers or directors becomes aware of a business combinationopportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractualobligations, he or she will honor his or her fiduciary or contractual obligations to present such businesscombination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

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We have not selected any potential business combination target and have not, nor has anyone on ourbehalf, initiated any substantive discussions, directly or indirectly, with any potential business combinationtarget. Potential target companies with whom we may engage in discussions after the closing of the offeringmay have had prior discussions with other blank check companies, bankers in the industry and/or otherprofessional advisors including blank check companies with which our advisors are or were affiliated.Subsequent to the closing of this offering, we may pursue transactions with such potential targets (i) if suchother blank check companies are no longer pursuing transactions with such potential targets, (ii) if we becomeaware that such potential targets are interested in a potential initial business combination with us and (iii) if webelieve such transactions would be attractive to our stockholders.

We are not prohibited from pursuing an initial business combination with a company that is affiliated withour sponsor, officers or directors. In the event we seek to complete our initial business combination with such acompany, we, or a committee of independent directors, would obtain an opinion from an independentinvestment banking firm or another independent entity that commonly renders valuation opinions, that such aninitial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public stockholders for a vote, pursuantto the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares held by themand any public shares purchased during or after the offering (including in open market and privately negotiatedtransactions) in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation provides that our officers and directors will beindemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future beamended. In addition, our amended and restated certificate of incorporation will provide that our directors willnot be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty asdirectors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly orintentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawfulredemptions, or derived an improper personal benefit from their actions as directors.

We have entered into agreements with our officers and directors to provide contractual indemnification inaddition to the indemnification provided for in our amended and restated certificate of incorporation. Ourbylaws also permits us to secure insurance on behalf of any officer, director or employee for any liability arisingout of his or her actions, regardless of whether Delaware law would permit such indemnification. We willpurchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against thecost of defense, settlement or payment of a judgment in some circumstances and insures us against ourobligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach oftheir fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigationagainst our officers and directors, even though such an action, if successful, might otherwise benefit us and ourstockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costsof settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnityagreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that,in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act andis, therefore, unenforceable.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as ofthe date of this prospectus, and as adjusted to reflect the sale of our common stock included in the units offeredby this prospectus, and assuming no purchase of units in this offering, by:

• each person known by us to be the beneficial owner of more than 5% of our outstanding shares ofcommon stock;

• each of our executive officers and directors that beneficially owns shares of our common stock; and

• all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting andinvestment power with respect to all shares of common stock beneficially owned by them.

In August 2019, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of$25,000, or approximately $0.004 per share. On October 31, 2019, we effected a 1.1 for 1 stock dividend foreach share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 6,325,000founder shares (up to 825,000 shares of which are subject to forfeiture depending on the extent to which theunderwriters’ over-allotment option is exercised). The following table presents the number of shares andpercentage of our common stock beneficially owned as of the filing date, before and after this offering, by eachperson, or group of persons, known to us who beneficially owns more than 5% of our capital stock, each namedexecutive officer, each of our directors and all directors and executive officers as a group. The post-offeringnumbers and percentages presented assume that the underwriters do not exercise their over-allotment option,that our sponsor forfeits 825,000 founder shares on a pro rata basis, and that there are 28,165,000 shares of ourcommon stock issued and outstanding after this offering.

Before Offering After Offering

Name and Address of Beneficial Owner(1)

Number ofShares

BeneficiallyOwned(2)

ApproximatePercentage ofOutstanding

Common Stock

Number of Shares

BeneficiallyOwned(2)

ApproximatePercentage ofOutstanding

Common Stock

FinServ Holdings LLC(2)(3) 6,325,000 100.0% 6,165,000 21.9%Lee Einbinder 6,325,000 100.0% 6,165,000 21.9%Howard Kurz 6,325,000 100.0% 6,165,000 21.9%Jay N. Levine — — — — Robert Matza — — — — Diane B. Glossman — — — — Aris Kekedjian — — — — All executive officers and directors as a

group (6 individuals) 6,325,000 100.0% 6,165,000 21.9%

____________

(1) The business address of each of these entities and individuals is c/o Ellenoff Grossman & Schole LLP, 1345 Avenueof the Americas, New York, NY 10105.

(2) FinServ Holdings LLC, our sponsor, is the record holder of the shares reported herein. Lee Einbinder, our ChiefExecutive Officer and Howard Kurz, our President, are the managing members of our sponsor and have voting andinvestment discretion with respect to the common stock held by our sponsor. As such, they may be deemed to havebeneficial ownership of the common stock held directly by our sponsor. Each such person disclaims any beneficialownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly orindirectly. Each of our officers and directors is or will be, directly or indirectly, a member of our sponsor. Two limitedliability companies in which Daniel Cohen has or will have a pecuniary interest will be members of our sponsor. Ouradvisor, Shami Patel, has a pecuniary interest in one of these limited liability companies.

(3) Interests shown consist solely of founder shares, classified as shares of Class B common stock, as well as placementshares after this offering. Founder shares are convertible into shares of Class A common stock on a one-for-one basis,subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.”

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After giving effect to the issuance of founder shares and private placement of the placement units, ourinitial stockholders and purchasers of the placement units will own approximately 21.9% of the outstandingcommon stock following the offering and approximately 21.7% if the underwriters’ overallotment option isexercised in full (assuming that holders of founder shares and purchasers of the placement units do not purchaseany public shares in the offering or the public market). Because of this ownership block, our initial stockholdersand the holders of placement shares will have significant influence over the outcome of all matters requiringapproval by our stockholders, including the election of directors, amendments to our amended and restatedcertificate of incorporation and approval of significant corporate transactions other than approval of our initialbusiness combination.

Immediately after this offering, our initial stockholders will beneficially own approximately 21.9% of thethen-issued and outstanding shares of our common stock (including the placement shares and assuming they donot purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressedan intention to purchase any units in this offering. Because of this ownership block, our initial stockholders maybe able to effectively influence the outcome of all matters requiring approval by our stockholders, including theelection of directors, amendments to our amended and restated certificate of incorporation and approval ofsignificant corporate transactions, including approval of our initial business combination.

The holders of the founder shares and placement shares have agreed (A) to vote any shares owned bythem in favor of any proposed initial business combination and (B) not to redeem any shares in connection witha stockholder vote to approve a proposed initial business combination.

Our sponsor, executive officers, directors and advisors are deemed to be our “promoters” as such term isdefined under the federal securities laws.

Restrictions on Transfers of Founder Shares and Placement Units

The founder shares, and placement units, and securities contained therein, are each subject to transferrestrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our sponsor,officers and directors. Those lock-up provisions provide that such securities are not transferable or salable (i) inthe case of the founder shares, until the earlier of (A) one year after the completion of our initial businesscombination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class Acommon stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capitalstock exchange, reorganization or other similar transaction that results in all of our stockholders having the rightto exchange their shares of common stock for cash, securities or other property, and (ii) in the case of theplacement units, including the component securities therein, until 30 days after the completion of our initialbusiness combination, except in each case (a) to our officers or directors, any affiliates or family members ofany of our officers or directors, any members of our sponsor, or any affiliates of our sponsor or any of theiraffiliates, (b) in the case of an individual, by gift to a member of one of the members of the individual’simmediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediatefamily, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue oflaws of descent and distribution upon death of any of our officers, our directors, the initial stockholders, ormembers of our sponsor or any of their affiliates; (d) in the case of an individual, pursuant to a qualifieddomestic relations order; (e) by private sales or transfers made in connection with the consummation of aninitial business combination with the consent of the Company; (f) in the event of our liquidation prior to thecompletion of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limitedliability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger,capital stock exchange, reorganization or other similar transaction which results in all of our stockholdershaving the right to exchange their shares of common stock for cash, securities or other property subsequent toour completion of our initial business combination; provided, however, that in the case of clauses (a) through (e)or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transferrestrictions and the other restrictions contained in the letter agreements and by the same agreements entered intoby our sponsor with respect to such securities (including provisions relating to voting, the trust account andliquidation distributions described elsewhere in this prospectus).

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Registration Rights

The holders of the founder shares, placement units, and units that may be issued upon conversion ofworking capital loans (and in each case holders of their component securities, as applicable) will haveregistration rights to require us to register a sale of any of our securities held by them pursuant to a registrationrights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled tomake up to three demands, excluding short form registration demands, that we register such securities for saleunder the Securities Act. In addition, these holders will have “piggy-back” registration rights to include theirsecurities in other registration statements filed by us. We will bear the expenses incurred in connection with thefiling of any such registration statements.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In August 2019, we issued an aggregate of 5,750,000 founder shares to our sponsor for an aggregatepurchase price of $25,000 in cash, or approximately $0.004 per share. On October 31, 2019, we effected a 1.1for 1 stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding anaggregate of 6,325,000 founder shares (up to 825,000 shares of which are subject to forfeiture depending on theextent to which the underwriters’ over-allotment option is exercised). The number of founder shares issued wasdetermined based on the expectation that such founder shares would represent 20% of the outstanding sharesupon completion of this offering (excluding the placement units and underlying securities). Up to 825,000founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares (including the Class A common stock issuable upon exercisethereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Our sponsor has agreed to purchase an aggregate of 665,000 placement units at a price of $10.00 per unitfor an aggregate purchase price of $6,650,000. There will be no redemption rights or liquidating distributionsfrom the trust account with respect to the founder shares, placement shares or placement warrants, which willexpire worthless if we do not consummate a business combination within the allotted 24 month period.

Commencing on the date of this prospectus, we have agreed to pay our sponsor, a total of $10,000 permonth for office space, utilities and secretarial and administrative support. Upon completion of our initialbusiness combination or our liquidation, we will cease paying these monthly fees.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement,consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers,directors or advisors or any affiliate of our sponsor, officers, directors or advisors prior to, or in connection withany services rendered in order to effectuate, the consummation of an initial business combination (regardless ofthe type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expensesincurred in connection with activities on our behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations. Our audit committee will review on a quarterlybasis all payments that were made to our sponsor, officers, directors, advisors or our or their affiliates and willdetermine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on thereimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for aportion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at theearlier of March 30, 2020 or the closing of this offering. The loan will be repaid upon the closing of thisoffering out of the estimated $750,000 of offering proceeds that has been allocated to the payment of offeringexpenses (other than underwriting commissions). The value of our sponsor’s interest in this transactioncorresponds to the principal amount outstanding under any such loan.

In addition, in order to finance transaction costs in connection with an intended initial businesscombination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are notobligated to, loan us funds as may be required. If we complete an initial business combination, we would repaysuch loaned amounts. In the event that the initial business combination does not close, we may use a portion ofthe working capital held outside the trust account to repay such loaned amounts but no proceeds from our trustaccount would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at aprice of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. Theunits would be identical to the placement units. The terms of such loans by our officers and directors, if any,have not been determined and no written agreements exist with respect to such loans. We do not expect to seekloans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will bewilling to loan such funds and provide a waiver against any and all rights to seek access to funds in our trustaccount.

After our initial business combination, members of our management team who remain with us may bepaid consulting, management or other fees from the combined company with any and all amounts being fullydisclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, asapplicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at thetime of distribution of such tender offer materials or at the time of a stockholder meeting held to consider ourinitial business combination, as applicable, as it will be up to the directors of the post-combination business todetermine executive and director compensation.

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The holders of the founder shares, placement units, and units that may be issued upon conversion ofworking capital loans (and in each case holders of their component securities, as applicable) will haveregistration rights to require us to register a sale of any of our securities held by them pursuant to a registrationrights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled tomake up to three demands, excluding short form registration demands, that we register such securities for saleunder the Securities Act. In addition, these holders will have “piggy-back” registration rights to include theirsecurities in other registration statements filed by us.

Related Party Policy

We have not yet adopted a formal policy for the review, approval or ratification of related partytransactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified inaccordance with any such policy.

Prior to the consummation of this offering, we will adopt a code of ethics requiring us to avoid, whereverpossible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (orthe appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code ofethics, conflict of interest situations will include any financial transaction, arrangement or relationship(including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethicsthat we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registrationstatement of which this prospectus is a part.

In addition, our audit committee, pursuant to a written charter that we will adopt prior to theconsummation of this offering, will be responsible for reviewing and approving related party transactions to theextent that we enter into such transactions. An affirmative vote of a majority of the members of the auditcommittee present at a meeting at which a quorum is present will be required in order to approve a related partytransaction. A majority of the members of the entire audit committee will constitute a quorum. Without ameeting, the unanimous written consent of all of the members of the audit committee will be required toapprove a related party transaction. A form of the audit committee charter that we plan to adopt prior to theconsummation of this offering is filed as an exhibit to the registration statement of which this prospectus is apart. We also require each of our directors and executive officers to complete a directors’ and officers’questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs theindependence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial businesscombination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or acommittee of independent directors, have obtained an opinion from an independent investment banking firm oranother independent entity that commonly renders valuation opinions that our initial business combination isfair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consultingfee, monies in respect of any payment of a loan or other compensation will be paid by us to our sponsor,officers, directors or advisors or any affiliate of our sponsor, officers, directors or advisors prior to, for servicesrendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation ofour initial business combination (regardless of the type of transaction that it is). However, the followingpayments will be made to our sponsor, officers, directors or advisors, or our or their affiliates, none of whichwill be made from the proceeds of this offering held in the trust account prior to the completion of our initialbusiness combination:

• Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

• Payment to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities andsecretarial and administrative support;

• Reimbursement for any out-of-pocket expenses related to identifying, investigating and completingan initial business combination; and

• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain ofour officers and directors to finance transaction costs in connection with an intended initial businesscombination, the terms of which have not been determined nor have any written agreements beenexecuted with respect thereto. Up to $1,500,000 of such loans may be convertible into units, at aprice of $10.00 per unit at the option of the lender, upon consummation of our initial businesscombination. The units would be identical to the placement units.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers,directors, advisors or our or their affiliates.

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DESCRIPTION OF SECURITIES

Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock,$0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The followingdescription summarizes the material terms of our capital stock. Because it is only a summary, it may not containall the information that is important to you.

Units

Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one halfof one redeemable warrant. Only whole warrants are exercisable. Each whole warrant entitles the holder topurchase one share of common stock. Pursuant to the warrant agreement, a warrantholder may exercise his, heror its warrants only for a whole number of shares of common stock. This means that only a whole warrant maybe exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of theunits and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not beable to receive or trade a whole warrant.

We expect the Class A common stock and warrants comprising the units will begin separate trading on the52nd day following the closing of this offering unless Barclays Capital Inc. and Cantor Fitzgerald & Co. informus of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-Kdescribed below and having issued a press release announcing when such separate trading will begin. Once theshares of Class A common stock and warrants commence separate trading, holders will have the option tocontinue to hold units or separate their units into the component securities. Holders will need to have theirbrokers contact our transfer agent in order to separate the units into shares of Class A common stock andwarrants.

In no event will the Class A common stock and warrants be traded separately until we have filed with theSEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the grossproceeds at the closing of this offering. We will file a Current Report on Form 8-K which includes this auditedbalance sheet upon the completion of this offering, which is anticipated to take place three business days afterthe date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing ofsuch Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provideupdated financial information to reflect the exercise of the underwriters’ over-allotment option.

Common Stock

Upon the closing of this offering, 28,165,000 shares of our common stock will be outstanding (assumingno exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 825,000 foundershares by our sponsor), consisting of:

• 22,665,000 shares of our Class A common stock underlying the units being offered in this offeringand the private placement; and

• 5,500,000 shares of Class B common stock held by our initial stockholders.

Our sponsor has committed to purchase 665,000 placement shares contained in the placement units in aprivate placement that will occur simultaneously with the completion of this offering. Holders of founder andplacement shares will hold an aggregate of approximately 21.9% of the issued and outstanding common stock(approximately 21.6% if the underwriters’ overallotment option is exercised in full) following the offering andthe expiration of the underwriters’ overallotment option.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted onby stockholders. Holders of the Class A common stock and holders of the Class B common stock will votetogether as a single class on all matters submitted to a vote of our stockholders, except as required by law.Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicableprovisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares ofcommon stock that are voted is required to approve any such matter voted on by our stockholders. Our board ofdirectors will be divided into three classes, each of which will generally serve for a term of three years with onlyone class of directors being elected in

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each year. There is no cumulative voting with respect to the election of directors, with the result that the holdersof more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholdersare entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legallyavailable therefor.

Because our amended and restated certificate of incorporation authorizes the issuance of up to100,000,000 shares of Class A common stock, if we were to enter into an initial business combination, we may(depending on the terms of such an initial business combination) be required to increase the number of shares ofClass A common stock which we are authorized to issue at the same time as our stockholders vote on the initialbusiness combination to the extent we seek stockholder approval in connection with our initial businesscombination.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annualmeeting until no later than one year after our first fiscal year end following our listing on Nasdaq. UnderSection 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for thepurposes of electing directors in accordance with our bylaws, unless such election is made by written consent inlieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to theconsummation of our initial business combination, and thus we may not be in compliance with Section 211(b)of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annualmeeting prior to the consummation of our initial business combination, they may attempt to force us to hold oneby submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of theDGCL.

We will provide our stockholders with the opportunity to redeem all or a portion of their public sharesupon the completion of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account as of two business days prior to the consummation of ourinitial business combination including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our taxes, divided by the number of then outstanding public shares, subject to thelimitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00per public share. The per-share amount we will distribute to investors who properly redeem their shares will notbe reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers anddirectors have entered into a letter agreement with us, pursuant to which they have agreed to waive theirredemption rights with respect to any founder shares and placement shares and any public shares held by themin connection with the completion of our initial business combination. Unlike many blank check companies thathold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinationsand provide for related redemptions of public shares for cash upon completion of such initial businesscombinations even when a vote is not required by law, if a stockholder vote is not required by law and we donot decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended andrestated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, andfile tender offer documents with the SEC prior to completing our initial business combination. Our amendedand restated certificate of incorporation will require these tender offer documents to contain substantially thesame financial and other information about the initial business combination and the redemption rights as isrequired under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law,or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank checkcompanies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and notpursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial businesscombination only if a majority of the outstanding shares of common stock voted are voted in favor of the initialbusiness combination. A quorum for such meeting will consist of the holders present in person or by proxy ofshares of outstanding capital stock of the company representing a majority of the voting power of alloutstanding shares of capital stock of the company entitled to vote at such meeting.

However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initialbusiness combination even if a majority of our public stockholders vote, or indicate their intention to vote,against such business combination. For purposes of seeking approval of the majority of our outstanding sharesof common stock voted, non-votes will have no effect on the approval of our initial business combination once aquorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days)prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initialbusiness combination. These quorum and voting thresholds, and the voting agreements of our initialstockholders, may make it more likely that we will consummate our initial business combination.

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If we seek stockholder approval of our initial business combination and we do not conduct redemptions inconnection with our initial business combination pursuant to the tender offer rules, our amended and restatedcertificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of15% of the shares of common stock sold in this offering, which we refer to as the Excess Shares. However, wewould not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for oragainst our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reducetheir influence over our ability to complete our initial business combination, and such stockholders could suffera material loss in their investment if they sell such Excess Shares on the open market. Additionally, suchstockholders will not receive redemption distributions with respect to the Excess Shares if we complete theinitial business combination. And, as a result, such stockholders will continue to hold that number of sharesexceeding 15% and, in order to dispose such shares would be required to sell their stock in open markettransactions, potentially at a loss.

If we seek stockholder approval in connection with our initial business combination, pursuant to the letteragreement our sponsor, officers and directors have agreed to vote their founder shares, placement shares andany public shares purchased during or after this offering (including in open market and privately negotiatedtransactions) in favor of our initial business combination. As a result, in addition to our initial stockholders’founder shares and placement shares, we would need only 7,917,501, or 36.0%, of the 22,000,000 public sharessold in this offering to be voted in favor of an initial business combination (assuming all outstanding shares arevoted) in order to have our initial business combination approved (assuming the over-allotment option is notexercised). Additionally, each public stockholder may elect to redeem its public shares irrespective of whetherthey vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).

Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initialbusiness combination within 24 months from the closing of this offering, we will (i) cease all operations exceptfor the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business daysthereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account including interest earned on the fundsheld in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to paydissolution expenses), divided by the number of then outstanding public shares, which redemption willcompletely extinguish public stockholders’ rights as stockholders (including the right to receive furtherliquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possiblefollowing such redemption, subject to the approval of our remaining stockholders and our board of directors,dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law toprovide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directorshave entered into a letter agreement with us, pursuant to which they have agreed to waive their rights toliquidating distributions from the trust account with respect to any founder shares and placement shares held bythem if we fail to complete our initial business combination within 24 months from the closing of this offering.However, if our initial stockholders acquire public shares in or after this offering, they will be entitled toliquidating distributions from the trust account with respect to such public shares if we fail to complete ourinitial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the company after an initial businesscombination, our stockholders are entitled to share ratably in all assets remaining available for distribution tothem after payment of liabilities and after provision is made for each class of stock, if any, having preferenceover the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinkingfund provisions applicable to the common stock, except that we will provide our stockholders with theopportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then ondeposit in the trust account, upon the completion of our initial business combination, subject to the limitationsdescribed herein.

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Founder Shares and Placement Shares

The founder shares and placement shares are identical to the shares of Class A common stock included inthe units being sold in this offering, and holders of founder shares and placement shares have the samestockholder rights as public stockholders, except that (i) the founder shares and placement shares are subject tocertain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors haveentered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rightswith respect to any founder shares and placement shares and any public shares held by them in connection withthe completion of our initial business combination, (B) to waive their redemption rights with respect to theirfounder shares and placement shares and any public shares in connection with a stockholder vote to approve anamendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of ourobligation to allow redemption in connection with our initial business combination or to redeem 100% of ourpublic shares if we do not complete our initial business combination within 24 months from the closing of thisoffering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial businesscombination activity and (C) to waive their rights to liquidating distributions from the trust account with respectto any founder shares held by them if we fail to complete our initial business combination within 24 monthsfrom the closing of this offering, although they will be entitled to liquidating distributions from the trust accountwith respect to any public shares they hold if we fail to complete our initial business combination within suchtime period, (iii) the founder shares are shares of our Class B common stock that will automatically convert intoshares of our Class A common stock at the time of our initial business combination on a one-for-one basis,subject to adjustment as described herein, and (iv) are entitled to registration rights. If we submit our initialbusiness combination to our public stockholders for a vote, our sponsor, officers and directors have agreedpursuant to the letter agreement to vote any founder shares and placement shares held by them and any publicshares purchased during or after this offering (including in open market and privately negotiated transactions) infavor of our initial business combination.

The shares of Class B common stock will automatically convert into shares of Class A common stock atthe time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stockdividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemedissued in excess of the amounts offered in this prospectus and related to the closing of the initial businesscombination, the ratio at which shares of Class B common stock shall convert into shares of Class A commonstock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agreeto waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares ofClass A common stock issuable upon conversion of all shares of Class B common stock will equal, in theaggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stockoutstanding upon completion of this offering (excluding the placement units and underlying securities) plus allshares of Class A common stock and equity-linked securities issued or deemed issued in connection with theinitial business combination (excluding any shares or equity-linked securities issued, or to be issued, to anyseller in the initial business combination, any private placement-equivalent warrants issued to our sponsor or itsaffiliates upon conversion of loans made to us). We cannot determine at this time whether a majority of theholders of our Class B common stock at the time of any future issuance would agree to waive such adjustmentto the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closingconditions which are part of the agreement for our initial business combination; (ii) negotiation with Class Astockholders on structuring an initial business combination; or (iii) negotiation with parties providing financingwhich would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived,the issuance would not reduce the percentage ownership of holders of our Class B common stock, but wouldreduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, theissuance would reduce the percentage ownership of holders of both classes of our common stock. The term“equity-linked securities” refers to any debt or equity securities that are convertible, exercisable orexchangeable for shares of Class A common stock issues in a financing transaction in connection with ourinitial business combination, including but not limited to a private placement of equity or debt. Securities couldbe “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon theconversion or exercise of convertible securities, warrants or similar securities.

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except toour officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subjectto the same transfer restrictions) until the earlier of (A) one year after the completion of our initial businesscombination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class Acommon stock equals

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or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations andthe like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initialbusiness combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange,reorganization or other similar transaction that results in all of our stockholders having the right to exchangetheir shares of common stock for cash, securities or other property.

Preferred Stock

Our amended and restated certificate of incorporation provides that shares of preferred stock may beissued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights,if any, designations, powers, preferences, the relative, participating, optional or other special rights and anyqualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directorswill be able to, without stockholder approval, issue preferred stock with voting and other rights that couldadversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approvalcould have the effect of delaying, deferring or preventing a change of control of us or the removal of existingmanagement. We have no preferred stock outstanding at the date hereof. Although we do not currently intend toissue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares ofpreferred stock are being issued or registered in this offering.

Redeemable Warrants

Public Stockholders’ Warrants

Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at aprice of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12months from the closing of this offering or 30 days after the completion of our initial business combination.Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of sharesof Class A common stock. This means that only a whole warrant may be exercised at any given time by awarrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants willtrade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a wholewarrant.

The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m.,New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of awarrant and will have no obligation to settle such warrant exercise unless a registration statement under theSecurities Act with respect to the shares of Class A common stock underlying the warrants is then effective anda prospectus relating thereto is current, subject to our satisfying our obligations described below with respect toregistration. No warrant will be exercisable and we will not be obligated to issue shares of Class A commonstock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has beenregistered, qualified or deemed to be exempt under the securities laws of the state of residence of the registeredholder of the warrants. In the event that the conditions in the two immediately preceding sentences are notsatisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant andsuch warrant may have no value and expire worthless. In no event will we be required to net cash settle anywarrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of aunit containing such warrant will have paid the full purchase price for the unit solely for the share of Class Acommon stock underlying such unit.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants at thistime. However, we have agreed that as soon as practicable, but in no event later than 15 business days after theclosing of our initial business combination, we will use our best efforts to file with the SEC a registrationstatement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause suchregistration statement to become effective and to maintain a current prospectus relating to those shares of ClassA common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If aregistration statement covering the shares of Class A common stock issuable upon exercise of the warrants isnot effective by the 60th business day after the closing of our initial business combination, warrantholders may,until such time as there is an

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effective registration statement and during any period when we will have failed to maintain an effectiveregistration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of theSecurities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering theClass A common stock issuable upon exercise of the warrants is not effective within a specified periodfollowing the consummation of our initial business combination, warrant holders may, until such time as there isan effective registration statement and during any period when we shall have failed to maintain an effectiveregistration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available.If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on acashless basis.

Once the warrants become exercisable, we may call the warrants for redemption:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants becomeexercisable (the “30-day redemption period”) to each warrantholder; and

• if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and thelike) for any 20 trading days within a 30-trading day period commencing once the warrants becomeexercisable and ending three business days before we send the notice of redemption to thewarrantholders.

If and when the warrants become redeemable by us, we may not exercise our redemption right if theissuance of shares of common stock upon exercise of the warrants is not exempt from registration orqualification under applicable state blue sky laws or we are unable to effect such registration or qualification.We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of thestate of residence in those states in which the warrants were offered by us in this offering.

We have established the last of the redemption criterion discussed above to prevent a redemption callunless there is at the time of the call a significant premium to the warrant exercise price. If the foregoingconditions are satisfied and we issue a notice of redemption of the warrants, each warrantholder will be entitledto exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stockmay fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends,reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemptionnotice is issued.

If we call the warrants for redemption as described above, our management will have the option to requireany holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to requireall holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors,our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders ofissuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. Ifour management takes advantage of this option, all holders of warrants would pay the exercise price bysurrendering their warrants for that number of shares of Class A common stock equal to the quotient obtainedby dividing (x) the product of the number of shares of Class A common stock underlying the warrants,multiplied by the difference between the exercise price of the warrants and the “fair market value” (definedbelow) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price ofthe Class A common stock for the 10 trading days ending on the third trading day prior to the date on which thenotice of redemption is sent to the holders of warrants. If our management takes advantage of this option, thenotice of redemption will contain the information necessary to calculate the number of shares of Class Acommon stock to be received upon exercise of the warrants, including the “fair market value” in such case.Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessenthe dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not needthe cash from the exercise of the warrants after our initial business combination. If we call our warrants forredemption and our management does not take advantage of this option, our sponsor and its permittedtransferees would still be entitled to exercise their placement warrants for cash or on a cashless basis using thesame formula described above that other warrantholders would have been required to use had all warrantholdersbeen required to exercise their warrants on a cashless basis, as described in more detail below.

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A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement thatsuch holder will not have the right to exercise such warrant, to the extent that after giving effect to suchexercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, wouldbeneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares ofClass A common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of Class A common stock is increased by a stock dividend payable inshares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event,then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class Acommon stock issuable on exercise of each whole warrant will be increased in proportion to such increase in theoutstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitlingholders to purchase shares of Class A common stock at a price less than the fair market value will be deemed astock dividend of a number of shares of Class A common stock equal to the product of (i) the number of sharesof Class A common stock actually sold in such rights offering (or issuable under any other equity securities soldin such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minusthe quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) thefair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable forClass A common stock, in determining the price payable for Class A common stock, there will be taken intoaccount any consideration received for such rights, as well as any additional amount payable upon exercise orconversion and (ii) fair market value means the volume weighted average price of Class A common stock asreported during the ten (10) trading day period ending on the trading day prior to the first date on which theshares of Class A common stock trade on the applicable exchange or in the applicable market, regular way,without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make adistribution in cash, securities or other assets to the holders of Class A common stock on account of such sharesof Class A common stock (or other shares of our capital stock into which the warrants are convertible), otherthan (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of theholders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy theredemption rights of the holders of Class A common stock in connection with a stockholder vote to amend ouramended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allowredemption in connection with our initial business combination or to redeem 100% of our Class A commonstock if we do not complete our initial business combination within 24 months from the closing of this offeringor (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combinationactivity, or (e) in connection with the redemption of our public shares upon our failure to complete our initialbusiness combination, then the warrant exercise price will be decreased, effective immediately after theeffective date of such event, by the amount of cash and/or the fair market value of any securities or other assetspaid on each share of Class A common stock in respect of such event.

If the number of outstanding shares of our Class A common stock is decreased by a consolidation,combination, reverse stock split or reclassification of shares of Class A common stock or other similar event,then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similarevent, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased inproportion to such decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrantsis adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exerciseprice immediately prior to such adjustment by a fraction (x) the numerator of which will be the number ofshares of Class A common stock purchasable upon the exercise of the warrants immediately prior to suchadjustment, and (y) the denominator of which will be the number of shares of Class A common stock sopurchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Class A common stock (otherthan those described above or that solely affects the par value of such shares of Class A common stock), or inthe case of any merger or consolidation of us with or into another corporation (other than a consolidation ormerger in which we are the continuing corporation and that does not result in any reclassification orreorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance toanother corporation or entity of the assets or other property of us as an entirety or substantially as an entirety inconnection with which we are dissolved, the holders of the warrants will thereafter have the right to purchaseand receive, upon the basis and upon the

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terms and conditions specified in the warrants and in lieu of the shares of our Class A common stockimmediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kindand amount of shares of stock or other securities or property (including cash) receivable upon suchreclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale ortransfer, that the holder of the warrants would have received if such holder had exercised their warrantsimmediately prior to such event. If less than 70% of the consideration receivable by the holders of Class Acommon stock in such a transaction is payable in the form of Class A common stock in the successor entity thatis listed for trading on a national securities exchange or is quoted in an established over-the-counter market, oris to be so listed for trading or quoted immediately following such event, and if the registered holder of thewarrant properly exercises the warrant within thirty days following public disclosure of such transaction, thewarrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value(as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provideadditional value to holders of the warrants when an extraordinary transaction occurs during the exercise periodof the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value ofthe warrants in order to determine and realize the option value component of the warrant. This formula is tocompensate the warrant holder for the loss of the option value portion of the warrant due to the requirement thatthe warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an acceptedpricing model for estimating fair market value where no quoted market price for an instrument is available.

In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities forcapital raising purposes in connection with the closing of our initial business combination at a Newly IssuedPrice of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to bedetermined in good faith by our board of directors and, in the case of any such issuance to our sponsor or itsaffiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of thetotal equity proceeds, and interest thereon, available for the funding of our initial business combination on thedate of the consummation of our initial business combination (net of redemptions), and (z) the Market Value isbelow $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemptiontrigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of theMarket Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrantcertificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on thereverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of theexercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for thenumber of warrants being exercised. The warrantholders do not have the rights or privileges of holders of ClassA common stock and any voting rights until they exercise their warrants and receive shares of Class A commonstock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will beentitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, aholder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to thenearest whole number of shares of Class A common stock to be issued to the warrantholder.

The warrants will be issued in registered form under a warrant agreement between Continental StockTransfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement,which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a completedescription of the terms and conditions applicable to the warrants. The warrant agreement provides that theterms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct anydefective provision, but requires the approval by the holders of at least a majority of the then outstanding publicwarrants to make any change that adversely affects the interests of the registered holders of public warrants.

Placement warrants

Except as described below, the placement warrants have terms and provisions that are identical to those ofthe warrants being sold as part of the units in this offering, including as to exercise price, exercisability andexercise period. The placement warrants (including the Class A common stock issuable upon exercise of theplacement warrants) will

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not be transferable, assignable or salable until 30 days after the completion of our initial business combination(except, among other limited exceptions as described under the section of this prospectus entitled “PrincipalStockholders — Restrictions on Transfers of Founder Shares and Placement Units,” to our officers and directorsand other persons or entities affiliated with our sponsor) . They will also be exercisable on a cashless basis andwill not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor orits permitted transferees have the option to exercise the placement warrants on a cashless basis. If the placementwarrants are held by holders other than the sponsor or its permitted transferees, the placement warrants will beredeemable by us and exercisable by the holders on the same basis as the warrants included in the units beingsold in this offering.

If holders of the placement warrants elect to exercise them on a cashless basis, they would pay theexercise price by surrendering their warrants for that number of shares of Class A common stock equal to thequotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying thewarrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last saleprice of the Class A common stock for the 10 trading days ending on the third trading day prior to the date onwhich the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that thesewarrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permittedtransferees is because it is not known at this time whether they will be affiliated with us following an initialbusiness combination. If they remain affiliated with us, their ability to sell our securities in the open market willbe significantly limited. We expect to have policies in place that prohibit insiders from selling our securitiesexcept during specific periods of time. Even during such periods of time when insiders will be permitted to sellour securities, an insider cannot trade in our securities if he or she is in possession of material non-publicinformation. Accordingly, unlike public stockholders who could sell the shares of Class A common stockissuable upon exercise of the warrants freely in the open market, the insiders could be significantly restrictedfrom doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis isappropriate.

In order to finance transaction costs in connection with an intended initial business combination, oursponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loanus funds as may be required. Up to $1,500,000 of such loans may be convertible into units, at a price of $10.00per unit at the option of the lender, upon consummation of our initial business combination. The units would beidentical to the placement units. However, as the units would not be issued until consummation of our initialbusiness combination, any warrants underlying such units would not be able to be voted on an amendment tothe warrant agreement in connection with such business combination.

Our sponsor has agreed not to transfer, assign or sell any of the placement warrants (including the Class Acommon stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date wecomplete our initial business combination, except that, among other limited exceptions as described under thesection of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares andPlacement Warrants” made to our officers and directors and other persons or entities affiliated with our sponsor.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cashdividends prior to the completion of an initial business combination. The payment of cash dividends in thefuture will be dependent upon our revenues and earnings, if any, capital requirements and general financialconditions subsequent to completion of an initial business combination. The payment of any cash dividendssubsequent to an initial business combination will be within the discretion of our board of directors at such time.Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenantswe may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer& Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles astransfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employeesagainst all claims and losses that may arise out of acts performed or omitted for its activities in that capacity,except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person orentity. Continental Stock Transfer & Trust Company has agreed that it has no right of set off or any right, title,interest or claim of any kind to,

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or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kindto, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnificationprovided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and ourassets outside the trust account and not against any monies in the trust account or interest earned thereon.

Our Amended and Restated Certificate of Incorporation

Our amended and restated certificate of incorporation will contain certain requirements and restrictionsrelating to this offering that will apply to us until the completion of our initial business combination. Theseprovisions cannot be amended without the approval of the holders of 65% of our common stock. Our initialstockholders, who will collectively beneficially own approximately 21.9% of our common stock upon theclosing of this offering (including the placement shares and assuming they do not purchase any units in thisoffering), will participate in any vote to amend our amended and restated certificate of incorporation and willhave the discretion to vote in any manner they choose. Specifically, our amended and restated certificate ofincorporation provides, among other things, that:

• If we are unable to complete our initial business combination within 24 months from the closing ofthis offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptlyas reasonably possible but not more than ten business days thereafter subject to lawfully availablefunds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account including interest earned on the funds held inthe trust account and not previously released to us to pay our taxes (less up to $100,000 of interestto pay dissolution expenses), divided by the number of then outstanding public shares, whichredemption will completely extinguish public stockholders’ rights as stockholders (including theright to receive further liquidating distributions, if any), subject to applicable law, and (iii) aspromptly as reasonably possible following such redemption, subject to the approval of ourremaining stockholders and our board of directors, dissolve and liquidate, subject in the case ofclauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditorsand the requirements of other applicable law;

• Prior to our initial business combination, we may not issue additional shares of capital stock thatwould entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initialbusiness combination;

• Although we do not intend to enter into an initial business combination with a target business that isaffiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In theevent we enter into such a transaction, we, or a committee of independent directors, will obtain anopinion from an independent investment banking firm or another independent entity that commonlyrenders valuation opinions that such an initial business combination is fair to our company from afinancial point of view;

• If a stockholder vote on our initial business combination is not required by law and we do notdecide to hold a stockholder vote for business or other legal reasons, we will offer to redeem ourpublic shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tenderoffer documents with the SEC prior to completing our initial business combination which containsubstantially the same financial and other information about our initial business combination andthe redemption rights as is required under Regulation 14A of the Exchange Act; whether or not wemaintain our registration under the our Exchange Act or our listing on Nasdaq, we will provide ourpublic stockholders with the opportunity to redeem their public shares by one of the two methodslisted above;

• So long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require thatwe must complete one or more business combinations having an aggregate fair market value of atleast 80% of the value of the assets held in the trust account (excluding the deferred underwritingcommissions and taxes payable on the interest earned on the trust account) at the time of our signinga definitive agreement in connection with our initial business combination;

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• If our stockholders approve an amendment to our amended and restated certificate of incorporation(i) to modify the substance or timing of our obligation to allow redemption in connection with ourinitial business combination or to redeem 100% of our public shares if we do not complete ourinitial business combination within 24 months from the closing of this offering or (ii) with respect toany other provision relating to stockholders’ rights or pre-business combination activity, we willprovide our public stockholders with the opportunity to redeem all or a portion of their shares ofClass A common stock upon such approval at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account, including interest earned on the funds held inthe trust account and not previously released to us to pay our taxes, divided by the number of thenoutstanding public shares; and

• We will not effectuate our initial business combination with another blank check company or asimilar company with nominal operations.

In addition, our amended and restated certificate of incorporation will provide we will only redeem ourpublic shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 eitherimmediately prior to or upon consummation of our initial business combination and after payment ofunderwriters’ fees and commissions.

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate ofIncorporation and Bylaws

We will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers uponcompletion of this offering. This statute prevents certain Delaware corporations, under certain circumstances,from engaging in a “business combination” with:

• a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an“interested stockholder”);

• an affiliate of an interested stockholder; or

• an associate of an interested stockholder, for three years following the date that the stockholderbecame an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the aboveprovisions of Section 203 do not apply if:

• our board of directors approves the transaction that made the stockholder an “interestedstockholder,” prior to the date of the transaction;

• after the completion of the transaction that resulted in the stockholder becoming an interestedstockholder, that stockholder owned at least 85% of our voting stock outstanding at the time thetransaction commenced, other than statutorily excluded shares of common stock; or

• on or subsequent to the date of the transaction, the initial business combination is approved by ourboard of directors and authorized at a meeting of our stockholders, and not by written consent, by anaffirmative vote of at least two-thirds of the outstanding voting stock not owned by the interestedstockholder.

Our amended and restated certificate of incorporation will provide that our board of directors will beclassified into three classes of directors. As a result, in most circumstances, a person can gain control of ourboard only by successfully engaging in a proxy contest at two or more annual meetings.

Our authorized but unissued common stock and preferred stock are available for future issuances withoutstockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raiseadditional capital, acquisitions and employee benefit plans. The existence of authorized but unissued andunreserved common stock and preferred stock could render more difficult or discourage an attempt to obtaincontrol of us by means of a proxy contest, tender offer, merger or otherwise.

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Exclusive forum for certain lawsuits

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law,that derivative actions brought in our name, actions against directors, officers and employees for breach offiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware,except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is anindispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does notconsent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B)which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for whichthe Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the SecuritiesAct, as to which the Court of Chancery and the federal district court for the District of Delaware shall haveconcurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will bedeemed to have consented to service of process on such stockholder’s counsel. Although we believe thisprovision benefits us by providing increased consistency in the application of Delaware law in the types oflawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it isenforceable, the provision may have the effect of discouraging lawsuits against our directors and officers,although our stockholders will not be deemed to have waived our compliance with federal securities laws andthe rules and regulations thereunder.

Our amended and restated certificate of incorporation will provide that the exclusive forum provision willbe applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusivefederal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or therules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought toenforce any duty or liability created by the Exchange Act or any other claim for which the federal courts haveexclusive jurisdiction.

Special meeting of stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of ourboard of directors, by our Chief Executive Officer or by our Chairman.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting ofstockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, mustprovide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received bythe company secretary at our principal executive offices not later than the close of business on the 90th day norearlier than the opening of business on the 120th day prior to the anniversary date of the immediately precedingannual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in ourannual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certainrequirements as to the form and content of a stockholders’ meeting. These provisions may preclude ourstockholders from bringing matters before our annual meeting of stockholders or from making nominations fordirectors at our annual meeting of stockholders.

Action by written consent

Subsequent to the consummation of the offering, any action required or permitted to be taken by ourcommon stockholders must be effected by a duly called annual or special meeting of such stockholders and maynot be effected by written consent of the stockholders other than with respect to our Class B common stock.

Classified Board of Directors

Our board of directors are divided into three classes, Class I, Class II and Class III, with members of eachclass serving staggered three-year terms. Our amended and restated certificate of incorporation provides that theauthorized number of directors may be changed only by resolution of the board of directors. Subject to the termsof any preferred stock, any or all of the directors may be removed from office at any time, but only for causeand only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares ofour capital stock entitled to vote generally in the election of directors, voting together as a single class. Anyvacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors,may be filled only by vote of a majority of our directors then in office.

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Class B Common Stock Consent Right

For so long as any shares of Class B common stock remain outstanding, we may not, without the priorvote or written consent of the holders of a majority of the shares of Class B common stock then outstanding,voting separately as a single class, amend, alter or repeal any provision our certificate of incorporation, whetherby merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change thepowers, preferences or relative, participating, optional or other or special rights of the Class B common stock.Any action required or permitted to be taken at any meeting of the holders of Class B common stock may betaken without a meeting, without prior notice and without a vote, if a consent or consents in writing, settingforth the action so taken, shall be signed by the holders of the outstanding Class B common stock having notless than the minimum number of votes that would be necessary to authorize or take such action at a meeting atwhich all shares of Class B common stock were present and voted.

Securities Eligible for Future Sale

Immediately after the consummation of this offering (assuming no exercise of the underwriters’ over-allotment option), we will have 28,165,000 (or 32,290,000 if the underwriters’ over-allotment option isexercised in full) shares of common stock outstanding. Of these shares, the 22,000,000 shares (or 25,300,000 ifthe underwriters’ over-allotment option is exercised in full) sold in this offering will be freely tradable withoutrestriction or further registration under the Securities Act, except for any shares purchased by one of ouraffiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,500,000 (or 6,325,000if the underwriters’ over-allotment option is exercised in full) shares and all 665,000 placement units (includingcomponent securities contained therein) are restricted securities under Rule 144, in that they were issued inprivate transactions not involving a public offering, and the shares of Class B common stock and placementwarrants are subject to transfer restrictions as set forth elsewhere in this prospectus. These restricted securitieswill be entitled to registration rights as more fully described below under “— Registration Rights.”

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock orwarrants for at least six months would be entitled to sell their securities provided that (i) such person is notdeemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a saleand (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before thesale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (orsuch shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of our common stock or warrants for at least sixmonths but who are our affiliates at the time of, or at any time during the three months preceding, a sale, wouldbe subject to additional restrictions, by which such person would be entitled to sell within any three-monthperiod only a number of securities that does not exceed the greater of:

• 1% of the total number of shares of Class A common stock then outstanding, which will equal226,650 shares immediately after this offering (or 259,650 if the underwriters exercise their over-allotment option in full); or

• the average weekly reported trading volume of the common stock during the four calendar weekspreceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and noticerequirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other thanbusiness combination related shell companies) or issuers that have been at any time previously a shell company.However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

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• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of theExchange Act;

• the issuer of the securities has filed all Exchange Act reports and materials required to be filed, asapplicable, during the preceding 12 months (or such shorter period that the issuer was required tofile such reports and materials), other than Current Reports on Form 8-K; and

• at least one year has elapsed from the time that the issuer filed current Form 10 type informationwith the SEC reflecting its status as an entity that is not a shell company.

As a result, our initial stockholders will be able to sell their founder shares and placement units (includingcomponent securities contained therein), as applicable, pursuant to Rule 144 without registration one year afterwe have completed our initial business combination.

Registration Rights

The holders of the founder shares, placement units (including securities contained therein) and units(including securities contained therein) that may be issued upon conversion of working capital loans, and anyshares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class Acommon stock and warrants (and underlying Class A common stock) that may be issued upon conversion of theunits issued as part of the working capital loans and Class A common stock issuable upon conversion of thefounder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signedprior to or on the effective date of this offering, requiring us to register such securities for resale (in the case ofthe founder shares, only after conversion to our Class A common stock). The holders of the majority of thesesecurities are entitled to make up to three demands, excluding short form demands, that we register suchsecurities. In addition, the holders have certain “piggy-back” registration rights with respect to registrationstatements filed subsequent to our completion of our initial business combination and rights to require us toregister for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expensesincurred in connection with the filing of any such registration statements.

Listing of Securities

Our units, Class A common stock and warrants have been approved for listing on Nasdaq under thesymbols “FSRVU,” “FSRV” and “FSRVW,” respectively. We expect that our units will be listed on Nasdaq onor promptly after the effective date of the registration statement. Following the date the shares of our Class Acommon stock and warrants are eligible to trade separately, we anticipate that the shares of our Class Acommon stock and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee that oursecurities will be approved for listing on Nasdaq.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax consequences of the acquisition,ownership and disposition of our units, shares of Class A common stock and warrants, which we refer tocollectively as our securities. Because the components of a unit are separable at the option of the holder, theholder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of theunderlying share of Class A common stock and one half of one redeemable warrant components of the unit, asthe case may be. As a result, the discussion below with respect to actual holders of shares of Class A commonstock and warrants should also apply to holders of units (as the deemed owners of the underlying Class Acommon stock and warrants that comprise the units). This discussion applies only to securities that are held ascapital assets for U.S. federal income tax purposes and is applicable only to holders who purchased units in thisoffering.

This discussion is a summary only and does not describe all of the tax consequences that may be relevantto you in light of your particular circumstances, including but not limited to the alternative minimum tax, theMedicare tax on certain investment income and the different consequences that may apply if you are subject tospecial rules that apply to certain types of investors, including but not limited to:

• financial institutions or financial services entities;

• broker-dealers;

• governments or agencies or instrumentalities thereof;

• regulated investment companies;

• real estate investment trusts;

• expatriates or former long-term residents of the U.S.;

• except as discussed below, persons that actually or constructively own five percent or more of ourvoting shares;

• insurance companies;

• dealers or traders subject to a mark-to-market method of accounting with respect to the securities;

• persons holding the securities as part of a “straddle,” hedge, integrated transaction or similartransaction;

• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

• partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficialowners of such entities; and

• tax-exempt entities.

If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment ofyour partners will generally depend on the status of the partners and your activities.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), andadministrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as ofthe date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of whichsubsequent to the date of this prospectus may affect the tax consequences described herein. This discussion doesnot address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes(such as gift and estate taxes).

We have not sought, and will not seek, a ruling from the Internal Revenue Service (“IRS”) as to any U.S.federal income tax consequence described herein. The IRS may disagree with the discussion herein, and itsdetermination may be upheld by a court. Moreover, there can be no assurance that future legislation,regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements inthis discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax lawsto your particular situation, as well as any tax consequences arising under the laws of any state, local or foreignjurisdiction.

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Personal Holding Company Status

We could be subject to a second level of U.S. federal income tax on a portion of our income if we aredetermined to be a personal holding company, or PHC, for U.S. federal income tax purposes. A U.S.corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if(i) at any time during the last half of such taxable year, five or fewer individuals (without regard to theircitizenship or residency and including as individuals for this purpose certain entities such as certain tax-exemptorganizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructiveownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of thecorporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for suchtaxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties,annuities and, under certain circumstances, rents).

At least 60% of our adjusted ordinary gross income may consist of PHC income, depending on the dateand size of our initial business combination. In addition, depending on the concentration of our stock in thehands of individuals, including the members of our sponsor and certain tax-exempt organizations, pension fundsand charitable trusts, more than 50% of our stock may be owned or deemed owned (pursuant to the constructiveownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that wewill not be a PHC following this offering or in the future. If we are or were to become a PHC in a given taxableyear, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, whichgenerally includes our taxable income, subject to certain adjustments.

Allocation of Purchase Price and Characterization of a Unit

No statutory, administrative or judicial authority directly addresses the treatment of a unit or instrumentssimilar to a unit for U.S. federal income tax purposes and, therefore, that treatment is not entirely clear. Theacquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one share of ourClass A common stock and one half of one warrant to acquire one share of our Class A common stock. For U.S.federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for suchunit between the one share of Class A common stock and the one half of one warrant based on the relative fairmarket value of each at the time of issuance. Under U.S. federal income tax law, each investor must make his orher own determination of such value based on all the relevant facts and circumstances. Therefore, we stronglyurge each investor to consult his or her tax advisor regarding the determination of value for these purposes. Theprice allocated to each share of Class A common stock and the one half of one warrant should be thestockholder’s tax basis in such share or one half of one warrant, as the case may be. Any disposition of a unitshould be treated for U.S. federal income tax purposes as a disposition of the share of Class A common stockand the one half of one warrant comprising the unit, and the amount realized on the disposition should beallocated between the Class A common stock and the one half of one warrant based on their respective relativefair market values (as determined by each such unit holder on all the relevant facts and circumstances) at thetime of disposition. The separation of shares of Class A common stock and warrants comprising units shouldnot be a taxable event for U.S. federal income tax purposes.

The foregoing treatment of the shares of Class A common stock and warrants and a holder’s purchaseprice allocation are not binding on the IRS or the courts. Because there are no authorities that directly addressinstruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with thecharacterization described above or the discussion below. Accordingly, each prospective investor is urged toconsult its own tax advisors regarding the tax consequences of an investment in a unit (including alternativecharacterizations of a unit). The balance of this discussion assumes that the characterization of the unitsdescribed above is respected for U.S. federal income tax purposes.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our units,shares of Class A common stock or warrants who or that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) organized in or under the laws of theUnited States, any state thereof or the District of Columbia; or

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• an estate the income of which is includible in gross income for U.S. federal income tax purposesregardless of its source; or

• a trust, if (i) a court within the United States is able to exercise primary supervision over theadministration of the trust and one or more U.S. persons (as defined in the Code) have authority tocontrol all substantial decisions of the trust or (ii) it has a valid election in effect under TreasuryRegulations to be treated as a U.S. person.

Taxation of Distributions. If we pay distributions in cash or other property (other than certaindistributions of our stock or rights to acquire our stock) to U.S. holders of shares of our Class A common stock,such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paidfrom our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.Distributions in excess of current and accumulated earnings and profits will constitute a return of capital thatwill be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our Class Acommon stock. Any remaining excess will be treated as gain realized on the sale or other disposition of theClass A common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, TaxableExchange or Other Taxable Disposition of Class A Common Stock and Warrants” below.

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividendsreceived deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limitedto, dividends treated as investment income for purposes of investment interest deduction limitations), andprovided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder mayconstitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capitalgains. It is unclear whether the redemption rights with respect to the Class A common stock described in thisprospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect tothe dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. Ifthe holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividendsreceived deduction and would have taxable income equal to the entire dividend amount, and non-corporateholders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferentialrate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock andWarrants. Upon a sale or other taxable disposition of our Class A common stock or warrants which, ingeneral, would include a redemption of Class A common stock or warrants that is treated as a sale of suchsecurities as described below, and including as a result of a dissolution and liquidation in the event we do notconsummate an initial business combination within the required time period, a U.S. holder generally willrecognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S.holder’s adjusted tax basis in the Class A common stock or warrants. Any such capital gain or loss generallywill be long-term capital gain or loss if the U.S. holder’s holding period for the Class A common stock orwarrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect tothe Class A common stock described in this prospectus may suspend the running of the applicable holdingperiod for this purpose. If the running of the holding period for the Class A common stock is suspended, thennon-corporate U.S. holders may not be able to satisfy the one-year holding period requirement for long-termcapital gain treatment, in which case any gain on a sale or taxable disposition of the shares or warrants would besubject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-termcapital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. Thedeductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the differencebetween (i) the sum of the amount of cash and the fair market value of any property received in such disposition(or, if the Class A common stock or warrants are held as part of units at the time of the disposition, the portionof the amount realized on such disposition that is allocated to the Class A common stock or the warrants basedupon the then fair market values of the Class A common stock and the warrants included in the units) and (ii)the U.S. holder’s adjusted tax basis in its Class A common stock or warrants so disposed of. A U.S. holder’sadjusted tax basis in its Class A common stock or warrants generally will equal the U.S. holder’s acquisitioncost (that is, as discussed above, the portion of the purchase price of a unit allocated to a share of Class Acommon stock or one half of one warrant or, as discussed below, the U.S. holder’s initial basis for Class Acommon stock received upon exercise of warrants) less, in the case of a share of Class A common stock, anyprior distributions treated as a return of capital, as described under “U.S. Holders — Taxation of Distributions.”

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Redemption of Class A Common Stock. In the event that a U.S. holder’s Class A common stock isredeemed pursuant to the redemption provisions described in this prospectus under the section of this prospectusentitled “Description of Securities — Common Stock” or if we purchase a U.S. holder’s Class A common stockin an open market transaction, the treatment of the transaction for U.S. federal income tax purposes will dependon whether the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. Ifthe redemption qualifies as a sale of common stock, the U.S. holder will be treated as described under “U.S.Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stockand Warrants” above. If the redemption does not qualify as a sale of common stock, the U.S. holder will betreated as receiving a corporate distribution with the tax consequences described above under “U.S. Holders —Taxation of Distributions”. Whether a redemption qualifies for sale treatment will depend largely on the totalnumber of shares of our stock treated as held by the U.S. holder (including any stock constructively owned bythe U.S. holder as a result of owning warrants) relative to all of our shares outstanding both before and after theredemption. The redemption of Class A common stock generally will be treated as a sale of the Class Acommon stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate”with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in us or (iii)is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fullybelow.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not onlystock actually owned by the U.S. holder, but also shares of our stock that are constructively owned by it. A U.S.holder may constructively own, in addition to stock owned directly, stock owned by certain related individualsand entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as anystock the U.S. holder has a right to acquire by exercise of an option, which would generally include Class Acommon stock which could be acquired pursuant to the exercise of the warrants. In order to meet thesubstantially disproportionate test, the percentage of our outstanding voting stock actually and constructivelyowned by the U.S. holder immediately following the redemption of Class A common stock must, among otherrequirements, be less than 80% of the percentage of our outstanding voting stock actually and constructivelyowned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S.holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the U.S. holderare redeemed or (ii) all of the shares of our stock actually owned by the U.S. holder are redeemed and the U.S.holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stockowned by certain family members and the U.S. holder does not constructively own any other shares of ourstock. The redemption of the Class A common stock will not be essentially equivalent to a dividend if a U.S.holder’s redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in us.Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in us willdepend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that evena small reduction in the proportionate interest of a small minority stockholder in a publicly held corporationwho exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holdershould consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distributionand the tax effects will be as described under “U.S. Holders — Taxation of Distributions,” above. After theapplication of those rules, any remaining tax basis of the U.S. holder in the redeemed Class A common stockwill be added to the U.S. holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder’sadjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Exercise or Lapse of a Warrant. Except as discussed below with respect to the cashless exercise of awarrant, a U.S. holder generally will not recognize taxable gain or loss on the acquisition of common stockupon exercise of a warrant for cash. The U.S. holder’s tax basis in the share of our Class A common stockreceived upon exercise of the warrant generally will be an amount equal to the sum of the U.S. holder’s initialinvestment in the warrant (i.e., the portion of the U.S. holder’s purchase price for units that is allocated to thewarrant, as described above under “— General Treatment of Units”) and the exercise price. It is unclear whetherthe U.S. holder’s holding period for the Class A common stock received upon exercise of the warrants willbegin on the date following the date of exercise or on the date of exercise of the warrants; in either case, theholding period will not include the period during which the U.S. holder held the warrants. If a warrant isallowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s taxbasis in the warrant.

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The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashlessexercise may be tax-free, either because the exercise is not a gain realization event or because the exercise istreated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. holder’sbasis in the Class A common stock received would equal the holder’s basis in the warrants exercised therefor. Ifthe cashless exercise were treated as not being a gain realization event, it is unclear whether a U.S. holder’sholding period in the Class A common stock would be treated as commencing on the date following the date ofexercise or on the date of exercise of the warrant; in either case, the holding period would not include the periodduring which the U.S. holder held the warrants. If the cashless exercise were treated as a recapitalization, theholding period of the Class A common stock would include the holding period of the warrants exercisedtherefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain orloss would be recognized. In such event, a U.S. holder could be deemed to have surrendered warrants having anaggregate fair market value equal to the exercise price for the total number of warrants to be exercised. The U.S.holder would recognize capital gain or loss in an amount equal to the difference between the fair market valueof the Class A common stock received in respect of the warrants deemed surrendered and the U.S. holder’s taxbasis in such warrants. Such gain or loss would be long-term or short-term, depending on the U.S. holder’sholding period in the warrants deemed surrendered. In this case, a U.S. holder’s tax basis in the Class Acommon stock received would equal the sum of the U.S. holder’s initial investment in the exercised warrants(i.e., the portion of the U.S. holder’s purchase price for the units that is allocated to the warrants, as describedabove under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of suchwarrants. It is unclear whether a U.S. holder’s holding period for the Class A common stock would commenceon the date following the date of exercise or on the date of exercise of the warrant; in either case, the holdingperiod would not include the period during which the U.S. holder held the warrant. There may also bealternative characterizations of any such taxable exchange that would result in similar tax consequences, exceptthat a U.S. Holder’s gain or loss would be short-term.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, includingwhen a U.S. holder’s holding period would commence with respect to the Class A common stock received,there can be no assurance which, if any, of the alternative tax consequences and holding periods describedabove would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their taxadvisors regarding the tax consequences of a cashless exercise.

Possible Constructive Distributions. The terms of each warrant provide for an adjustment to the numberof shares of common stock for which the warrant may be exercised or to the exercise price of the warrant incertain events, as discussed in the section of this prospectus entitled “Description of Securities — RedeemableWarrants — Public Stockholders’ Warrants.” An adjustment which has the effect of preventing dilutiongenerally is not taxable. The U.S. holders of the warrants would, however, be treated as receiving a constructivedistribution from us if, for example, the adjustment to the number of such shares or to such exercise priceincreases the warrantholders’ proportionate interest in our assets or earnings and profits (e.g., through anincrease in the number of shares of common stock that would be obtained upon exercise or through a decreasein the exercise price of the warrant) as a result of a distribution of cash or other property, such as othersecurities, to the holders of shares of our common stock, or as a result of the issuance of a stock dividend toholders of shares of our common stock, in each case which is taxable to the U.S. holders of such shares asdescribed under “U.S. Holders — Taxation of Distributions” above. Such constructive distribution would besubject to tax as described under that section in the same manner as if the U.S. holders of the warrants receiveda cash distribution from us equal to the fair market value of such increased interest.

Information Reporting and Backup Withholding. In general, information reporting requirements mayapply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our units, sharesof Class A common stock and warrants, unless the U.S. holder is an exempt recipient. Backup withholding mayapply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification ofexempt status or has been notified by the IRS that it is subject to backup withholding (and such notification hasnot been withdrawn).

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit againsta U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to theIRS.

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Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.” As used herein, the term “Non-U.S. holder”means a beneficial owner of our units, Class A common stock or warrants who or that is for U.S. federal incometax purposes:

• a non-resident alien individual (other than certain former citizens and residents of the U.S. subject toU.S. tax as expatriates);

• a foreign corporation or

• an estate or trust that is not a U.S. holder;

but generally does not include an individual who is present in the U.S. for 183 days or more in the taxableyear of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federalincome tax consequences of the acquisition, ownership or sale or other disposition of our securities.

Taxation of Distributions. In general, any distributions we make to a Non-U.S. holder of shares of ourClass A common stock, to the extent paid out of our current or accumulated earnings and profits (as determinedunder U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and,provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade or businesswithin the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable incometax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but notbelow zero) the Non-U.S. holder’s adjusted tax basis in its shares of our Class A common stock and, to theextent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or otherdisposition of the Class A common stock, which will be treated as described under “Non-U.S. Holders — Gainon Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants” below. Inaddition, if we determine that we are or are likely to be classified as a “U.S. real property holding corporation”(see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A CommonStock and Warrants” below), we will withhold 15% of any distribution that exceeds our current andaccumulated earnings and profits.

The withholding tax does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI,certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or businesswithin the United States. Instead, the effectively connected dividends will be subject to regular U.S. income taxas if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. ANon-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branchprofits tax” imposed at a rate of 30% (or a lower treaty rate).

Exercise of a Warrant. The U.S. federal income tax treatment of a Non-U.S. holder’s exercise of awarrant, or the lapse of a warrant held by a Non-U.S. holder, generally will correspond to the U.S. federalincome tax treatment of the exercise or lapse of a warrant by a U.S. holder, as described under “U.S. holders —Exercise or Lapse of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange,the consequences would be similar to those described below in “Non-U.S. Holders — Gain on Sale, TaxableExchange or Other Taxable Disposition of Class A Common Stock and Warrants.”

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock andWarrants. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax inrespect of gain recognized on a sale, taxable exchange or other taxable disposition of our Class A commonstock, which would include a dissolution and liquidation in the event we do not complete an initial businesscombination within 24 months from the closing of this offering, or warrants (including an expiration orredemption of our warrants), in each case without regard to whether those securities were held as part of a unit,unless:

• the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holderwithin the United States (and, under certain income tax treaties, is attributable to a United Statespermanent establishment or fixed base maintained by the Non-U.S. holder); or

• we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposesat any time during the shorter of the five-year period ending on the date of disposition or the periodthat the Non-U.S. holder held our Class A common stock, and, in the case where shares of ourClass A

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common stock are regularly traded on an established securities market, the Non-U.S. holder hasowned, directly or constructively, more than 5% of our Class A common stock at any time withinthe shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holdingperiod for the shares of our Class A common stock. There can be no assurance that our Class Acommon stock will be treated as regularly traded on an established securities market for thispurpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will besubject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S.resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a foreign corporationmay also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale,exchange or other disposition of our Class A common stock or warrants will be subject to tax at generallyapplicable U.S. federal income tax rates. In addition, a buyer of our Class A common stock or warrants fromsuch holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized uponsuch disposition. We cannot determine whether we will be a U.S. real property holding corporation in the futureuntil we complete an initial business combination. We will be classified as a U.S. real property holdingcorporation if the fair market value of our “U.S. real property interests” equals or exceeds 50 percent of the sumof the fair market value of our worldwide real property interests plus our other assets used or held for use in atrade or business, as determined for U.S. federal income tax purposes.

Redemption of Class A Common Stock. The characterization for U.S. federal income tax purposes of theredemption of a Non-U.S. holder’s Class A common stock pursuant to the redemption provisions described inthe section of this prospectus entitled “Description of Securities — Common Stock” generally will correspondto the U.S. federal income tax characterization of such a redemption of a U.S. holder’s Class A common stock,as described under “U.S. Holders — Redemption of Class A Common Stock” above, and the consequences ofthe redemption to the Non-U.S. holder will be as described above under “Non-U.S. holders — Taxation ofDistributions” and “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition ofClass A Common Stock and Warrants,” as applicable.

Information Reporting and Backup Withholding. Information returns will be filed with the IRS inconnection with payments of dividends and the proceeds from a sale or other disposition of our units, shares ofClass A common stock and warrants. A Non-U.S. holder may have to comply with certification procedures toestablish that it is not a United States person in order to avoid information reporting and backup withholdingrequirements. The certification procedures required to claim a reduced rate of withholding under a treaty willsatisfy the certification requirements necessary to avoid the backup withholding as well. The amount of anybackup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S.federal income tax liability and may entitle such holder to a refund, provided that the required information istimely furnished to the IRS.

FATCA Withholding Taxes. Sections 1471 through 1474 of the Code and the Treasury Regulations andadministrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax ComplianceAct”or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends inrespect of our securities which are held by or through certain foreign financial institutions (including investmentfunds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on anannual basis, information with respect to interests in, and accounts maintained by, the institution that are ownedby certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons andto withhold on certain payments, or (2) if required under an intergovernmental agreement between the UnitedStates and an applicable foreign country, reports such information to its local tax authority, which will exchangesuch information with the U.S. authorities. The IRS has issued proposed regulations (on which taxpayers mayrely until final regulations are issued) that would generally not apply FATCA withholding taxes to grossproceeds from asset dispositions (including dispositions of our securities). An intergovernmental agreementbetween the United States and an applicable foreign country may modify these requirements. Accordingly, theentity through which our securities are held will affect the determination of whether such withholding isrequired. Similarly, dividends in respect of, and gross proceeds from the sale or other disposition of, oursecurities held by an investor that is a non-financial non-U.S. entity that does not qualify under certainexceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to usor the applicable withholding agent that such entity does not have any “substantial United States owners” or (2)provides certain information regarding the entity’s “substantial United States owners,” which will in turn beprovided to the U.S. Department of Treasury. All prospective investors should consult their tax advisorsregarding the possible implications of FATCA on their investment in our securities.

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UNDERWRITING

Barclays Capital Inc. and Cantor Fitzgerald & Co. are acting as joint book-running managers of theoffering and as representatives of the underwriters named below. Subject to the terms and conditions of theunderwriting agreement dated the date of this prospectus, the underwriters named below have severally agreedto purchase, and we have agreed to sell to the underwriters, the following respective number of units set forthopposite the underwriter’s name.

Underwriters Number of Units

Barclays Capital Inc. 11,000,000Cantor Fitzgerald & Co. 11,000,000Total 22,000,000

The underwriting agreement provides that the obligations of the underwriters to purchase the unitsincluded in this offering are subject to approval of legal matters by counsel and to other conditions set forth inthe underwriting agreement. The underwriters are obligated to purchase all of the units offered hereby (otherthan those covered by the over-allotment option described below) if they purchase any of the units.

Units sold by the underwriters to the public will initially be offered at the initial public offering price setforth on the cover of this prospectus. Any units sold by the underwriters to securities dealers may be sold at adiscount from the initial public offering price not to exceed $0.12 per unit. If all of the units are not sold at theinitial offering price, the underwriters may change the offering price and the other selling terms. Theunderwriters have advised us that they do not intend to make sales to discretionary accounts.

If the underwriters sell more units than the total number set forth in the table above, we have granted tothe underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 3,300,000additional units at the public offering price less the underwriting discount. The underwriters may exercise thisoption solely for the purpose of covering over-allotments, if any, in connection with this offering. Any unitsissued or sold under the option will be issued and sold on the same terms and conditions as the other units thatare the subject of this offering.

We, our sponsor and our officers and directors have agreed that, for a period of 180 days from the date ofthis prospectus, we and they will not, without the prior written consent of the underwriters, offer, sell, contractto sell, pledge or otherwise dispose of, directly or indirectly, any units, warrants, shares of common stock or anyother securities convertible into, or exercisable, or exchangeable for, shares of common stock, subject to certainexceptions. The underwriters in their sole discretion may release any of the securities subject to these lock-upagreements at any time without notice, other than in the case of the officers and directors, which shall be withnotice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their foundershares and placement units pursuant to the letter agreement as described herein.

Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until theearlier to occur of (A) one year after the completion of our initial business combination or (B) subsequent to ourinitial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 pershare (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20trading days within any 30-trading day period commencing at least 150 days after our initial businesscombination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganizationor other similar transaction that results in all of our stockholders having the right to exchange their shares ofcommon stock for cash, securities or other property (except with respect to permitted transferees as describedherein under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers ofFounder Shares and Placement Units”). The placement shares and placement warrants (including the Class Acommon stock issuable upon exercise of the placement warrants) will not be transferable, assignable or salableuntil 30 days after the completion of our initial business combination (except with respect to permittedtransferees as described herein under the section of this prospectus entitled “Principal Stockholders —Restrictions on Transfers of Founder Shares and Placement Units”).

Prior to this offering, there has been no public market for our securities. Consequently, the initial publicoffering price for the units was determined by negotiations between us and the underwriters. Among the factorsconsidered in determining the initial public offering price were the history and prospects of companies whose

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principal business is the acquisition of other companies, prior offerings of those companies, our management,our capital structure, and currently prevailing general conditions in the equity securities markets, includingcurrent market valuations of publicly traded companies considered comparable to our company. We cannotassure you, however, that the price at which the units, Class A common stock or warrants will sell in the publicmarket after this offering will not be lower than the initial public offering price or that an active trading marketin our units, Class A common stock or warrants will develop and continue after this offering.

Our units have been approved for listing on Nasdaq under the symbol “FSRVU.” We expect that our unitswill be listed on Nasdaq on or promptly after the date of this prospectus. We expect that our Class A commonstock and warrants will be listed under the symbols “FSRV” and “FSRVW,” respectively, once the Class Acommon stock and warrants begin separate trading.

The following table shows the underwriting discounts and commissions that we are to pay to theunderwriters in connection with this offering. These amounts are shown assuming both no exercise and fullexercise of the underwriters’ over-allotment option.

Payable by FinServ Acquisition Corp.

No Exercise Full Exercise

Per Unit(1) $ 0.55 $ 0.55Total(1) $ 12,100,000 $ 12,100,000

____________

(1) Includes $0.35 per unit, or $7,700,000 in the aggregate payable to the underwriters for deferred underwritingcommissions to be placed in a trust account located in the United States as described herein. If the underwriters’ over-allotment option is exercised, 5.5% of the gross proceeds from the over-allotment ($0.55 per unit or up to $1,815,000in the aggregate) will be deposited in the trust account as deferred underwriting commissions. The deferredcommissions will be released to the underwriters only on completion of an initial business combination as describedin this prospectus.

If we do not complete our initial business combination and subsequently liquidate, the underwriters haveagreed that (i) they will forfeit any rights or claims to its deferred underwriting discounts and commissions,including any accrued interest thereon, then in the trust account upon liquidation, and (ii) that the deferredunderwriters’ discounts and commissions will be distributed on a pro rata basis, including interest earned on thefunds held in the trust account and not previously released to us to pay our taxes to the public stockholders.

In connection with the offering, the underwriters may purchase and sell units in the open market.Purchases and sales in the open market may include short sales, purchases to cover short positions, which mayinclude purchases pursuant to the over-allotment option and stabilizing purchases, in accordance withRegulation M under the Exchange Act.

• Short sales involve secondary market sales by the underwriters of a greater number of units than it isrequired to purchase in the offering.

• “Covered” short sales are sales of units in an amount up to the number of units represented by theunderwriters’ over-allotment option.

• “Naked” short sales are sales of units in an amount in excess of the number of units represented bythe underwriters’ over-allotment option.

• Covering transactions involve purchases of units either pursuant to the over-allotment option or inthe open market after the distribution has been completed in order to cover short positions.

• To close a naked short position, the underwriters must purchase units in the open market after thedistribution has been completed. A naked short position is more likely to be created if theunderwriters are concerned that there may be downward pressure on the price of the units in theopen market after pricing that could adversely affect investors who purchase in the offering.

• To close a covered short position, the underwriters must purchase units in the open market after thedistribution has been completed or must exercise the over-allotment option. In determining thesource

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of units to close the covered short position, the underwriters will consider, among other things, theprice of units available for purchase in the open market as compared to the price at which they maypurchase units through the over-allotment option.

• Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed aspecified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by theunderwriters for their own account, may have the effect of preventing or retarding a decline in the market priceof the units. They may also cause the price of the units to be higher than the price that would otherwise exist inthe open market in the absence of these transactions. The underwriters may conduct these transactions in theover-the-counter market or otherwise. If the underwriters commence any of these transactions, it maydiscontinue them at any time.

We estimate that our portion of the total expenses of this offering payable by us will be $750,000,excluding underwriting discounts and commissions. We have agreed to reimburse the underwriters for allexpenses and fees related to the review by FINRA, including legal fees which will not exceed $15,000.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under theSecurities Act, or to contribute to payments the underwriters may be required to make because of any of thoseliabilities.

We are not under any contractual obligation to engage the underwriters to provide any services for us afterthis offering, and have no present intent to do so. However, the underwriters may introduce us to potential targetbusinesses or assist us in raising additional capital in the future. If the underwriters provide services to us afterthis offering, we may pay the underwriters fair and reasonable fees that would be determined at that time in anarm’s length negotiation; provided that no agreement will be entered into with the underwriters and no fees forsuch services will be paid to the underwriters prior to the date that is 90 days from the date of this prospectus,unless FINRA determines that such payment would not be deemed underwriters’ compensation in connectionwith this offering and we may pay the underwriters of this offering or any entity with which it is affiliated afinder’s fee or other compensation for services rendered to us in connection with the completion of an initialbusiness combination.

The underwriters and their affiliates may in the future engage in, investment banking and othercommercial dealings in the ordinary course of business with us or our affiliates, for which it may in the futurereceive, customary fees and commissions for any such transactions.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates maymake or hold a broad array of investments and actively trade debt and equity securities (or related derivativesecurities) and financial instruments (including bank loans) for their own account and for the accounts of theircustomers. Such investments and securities activities may involve securities and/or instruments of ours or ouraffiliates. The underwriters and their affiliates may also make investment recommendations and/or publish orexpress independent research views in respect of such securities or financial instruments and may hold, orrecommend to clients that they acquire, long and/or short positions in such securities and instruments.

Electronic Distribution

A prospectus in electronic format may be made available on the Internet sites or through other onlineservices maintained by one or more of the underwriters and/or selling group members participating in thisoffering, or by their affiliates. In those cases, prospective investors may view offering terms online and,depending upon the particular underwriter or selling group member, prospective investors may be allowed toplace orders online. The underwriters may agree with us to allocate a specific number of units for sale to onlinebrokerage account holders. Any such allocation for online distributions will be made by the representatives onthe same basis as other allocations. Other than the prospectus in electronic format, the information on anyunderwriter’s or selling group member’s website and any information contained in any other website maintainedby an underwriter or selling group member is not part of the prospectus or the registration statement of whichthis prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling groupmember in its capacity as underwriter or selling group member and should not be relied upon by investors.

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Stamp Taxes

If you purchase units offered in this prospectus, you may be required to pay stamp taxes and other chargesunder the laws and practices of the country of purchase, in addition to the offering price listed on the cover pageof this prospectus.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

The units are not intended to be offered, sold or otherwise made available to, and should not be offered,sold or otherwise made available to, any retail investor in the European Economic Area (“EEA”). For thesepurposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) ofArticle 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10)of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended,including by Directive 2010/73/EU, the “Prospectus Directive”). Consequently, no key information documentrequired by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling theunits or otherwise making them available to retail investors in the EEA has been prepared and therefore offeringor selling the units or otherwise making them available to any retail investor in the EEA may be unlawful underthe PRIIPs Regulation. This prospectus has been prepared on the basis that any offer of units in any memberstate of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement topublish a prospectus for offers of units. This prospectus is not a prospectus for the purposes of the ProspectusDirective.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom thatare qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i)investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfullybe communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a“relevant person”). The units are only available to, and any invitation, offer or agreement to purchase orotherwise acquire such units will be engaged in only with, relevant persons. This prospectus and its contents areconfidential and should not be distributed, published or reproduced (in whole or in part) or disclosed byrecipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevantperson should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the units described in this prospectushas been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competentauthority of another member state of the European Economic Area and notified to the Autorité des MarchésFinanciers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to thepublic in France. Neither this prospectus nor any other offering material relating to the units has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the units to the public in France.

Such offers, sales and distributions will be made in France only:

• To qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cerclerestreint d’investisseurs), in each case investing for their own account, all as defined in, and inaccordance with, articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of theFrench Code monétaire et financier;

• to investment services providers authorized to engage in portfolio management on behalf of thirdparties; or

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• in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French Codemonétaire et financier and article 211-2 of the General Regulations (Règlement Général) of theAutorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The units may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The units may not be offered or sold in Hong Kong by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance(Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities andFutures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in othercircumstances which do not result in the document being a “prospectus” within the meaning of the CompaniesOrdinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the unitsmay be issued or may be in the possession of any person for the purpose of issue (in each case whether in HongKong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, thepublic in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect tounits which are or are intended to be disposed of only to persons outside Hong Kong or only to “professionalinvestors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and anyrules made thereunder.

Notice to Prospective Investors in Japan

The units offered in this prospectus have not been and will not be registered under the FinancialInstruments and Exchange Law of Japan. The units have not been offered or sold and will not be offered or sold,directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation orother entity organized under the laws of Japan), except (i) pursuant to an exemption from the registrationrequirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicablerequirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.Accordingly, this prospectus and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly orindirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securitiesand Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), orany person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of theSFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision ofthe SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one ormore individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investmentsand each beneficiary is an accredited investor, shares, debentures and units of shares and debenturesof that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shallnot be transferred within six months after that corporation or that trust has acquired the sharespursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant persondefined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on termsthat such shares, debentures and units of shares and debentures of that corporation or such rightsand interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalentin a foreign

140

currency) for each transaction, whether such amount is to be paid for in cash or by exchange ofsecurities or other assets, and further for corporations, in accordance with the conditions specified inSection 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore: Theunits are prescribed capital markets products (as defined in the Securities and Futures (Capital MarketsProducts) Regulations 2018 and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Noticeon the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on InvestmentProducts).

Notice to Prospective Investors in Canada

The units may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principalthat are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must bemade in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements ofapplicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remediesfor rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation,provided that the remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to anyapplicable provisions of the securities legislation of the purchaser’s province or territory for particulars of theserights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), theunderwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the DubaiFinancial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a typespecified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any otherperson.

The DFSA has no responsibility for reviewing or verifying any documents in connection with ExemptOffers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth hereinand has no responsibility for the prospectus. The securities to which this prospectus relates may be illiquidand/or subject to restrictions on their resale.

Prospective purchasers of the securities offered should conduct their own due diligence on the securities.If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has beenlodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. Thisprospectus does not constitute a prospectus, product disclosure statement or other disclosure document underthe Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information requiredfor a prospectus, product disclosure statement or other disclosure document under the Corporations Act. Anyoffer in Australia of the securities may only be made to persons (the “Exempt Investors”) who are“sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professionalinvestors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or moreexemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities withoutdisclosure to investors under Chapter 6D of the Corporations Act.

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The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in theperiod of 12 months after the date of allotment under the offering, except in circumstances where disclosure toinvestors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption undersection 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document whichcomplies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe suchAustralian on-sale restrictions. This prospectus contains general information only and does not take account ofthe investment objectives, financial situation or particular needs of any particular person. It does not contain anysecurities recommendations or financial product advice. Before making an investment decision, investors needto consider whether the information in this prospectus is appropriate to their needs, objectives andcircumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX SwissExchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This documenthas been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art.1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of theSIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.Neither this document nor any other offering or marketing material relating to the securities or the offering maybe publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the company,the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, thisdocument will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial MarketSupervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorizedunder the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded toacquirers of interests in collective investment schemes under the CISA does not extend to acquirers ofsecurities.

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LEGAL MATTERS

Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel in connection with theregistration of our securities under the Securities Act, and as such, will pass upon the validity of the securitiesoffered in this prospectus. Certain legal matters will be passed upon on behalf of the underwriters by Kirkland& Ellis LLP, New York, New York.

EXPERTS

The balance sheet of FinServ Acquisition Corp. as of August 23, 2019, and the related statements ofoperations, changes in stockholder’s equity and cash flows for the period from August 9, 2019 (inception)through August 23, 2019, have been audited by WithumSmith+Brown, PC, independent registered publicaccounting firm, as stated in their report which is incorporated herein. Such financial statements have beenincorporated herein in reliance on the report of such firm given upon their authority as experts in accounting andauditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect tothe securities we are offering by this prospectus. This prospectus does not contain all of the informationincluded in the registration statement. For further information about us and our securities, you should refer tothe registration statement and the exhibits and schedules filed with the registration statement. Whenever wemake reference in this prospectus to any of our contracts, agreements or other documents, the references arematerially complete but may not include a description of all aspects of such contracts, agreements or otherdocuments, and you should refer to the exhibits attached to the registration statement for copies of the actualcontract, agreement or other document.

Upon completion of this offering, we will be subject to the information requirements of the Exchange Actand will file annual, quarterly and current event reports, proxy statements and other information with the SEC.You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website atwww.sec.gov. You may also obtain copies of the documents at prescribed rates by writing to the PublicReference Section of the SEC.

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INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm F-2Balance Sheets F-3Statements of Operations F-4Statements of Changes in Stockholder’s Equity F-5Statements of Cash Flows F-6Notes to Financial Statements F-7 – F-16

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors ofFinServ Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of FinServ Acquisition Corp. (the “Company”) as ofAugust 23, 2019, the related statements of operations, changes in stockholder’s equity and cash flows, for theperiod from August 9, 2019 (inception) to August 23, 2019, and the related notes (collectively referred to as the“financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of August 23, 2019, and the results of its operations and its cash flows forthe period from August 9, 2019 (inception) to August 23, 2019, in conformity with accounting principlesgenerally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on the Company’s financial statements based on our audit. We are a public accounting firmregistered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement, whether due to error or fraud. The Company is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting. As part of our audit we are requiredto obtain an understanding of internal control over financial reporting but not for the purpose of expressing anopinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express nosuch opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audit also included evaluating the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of the financial statements. We believe that our auditprovides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2019.

New York, New YorkSeptember 5, 2019

F-2

FINSERV ACQUISITION CORP.BALANCE SHEETS

September 30,

2019 August 23,

2019

(Unaudited) (Audited)

ASSETS Current asset – Cash $ 708 $ — Deferred offering costs 131,383 42,700

Total Assets $ 132,091 $ 42,700

LIABILITIES AND STOCKHOLDER’S EQUITY Current liabilities:

Accrued expenses $ 1,000 $ 1,000 Accrued offering costs 50,764 — Promissory note – related party 56,327 17,700

Total Current Liabilities 108,091 18,700

Commitments Stockholder’s Equity Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none

issued and outstanding — — Class A common stock, $0.0001 par value; 100,000,000 shares authorized;

none issued and outstanding — — Class B common stock, $0.0001 par value; 10,000,000 shares authorized;

6,325,000 shares issued and outstanding(1) 633 633 Additional paid-in capital 24,367 24,367 Accumulated deficit (1,000) (1,000)Total Stockholder’s Equity 24,000 24,000 Total Liabilities and Stockholder’s Equity $ 132,091 $ 42,700

____________

(1) Includes up to 825,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by theunderwriters. On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class Bcommon stock outstanding (see Notes 7 and 8).

The accompanying notes are an integral part of these financial statements.

F-3

FINSERV ACQUISITION CORP.STATEMENTS OF OPERATIONS

For the Period from August 9,

2019 (Inception) Through

September 30,

2019 August 23,

2019

(Unaudited) (Audited)

Formation costs $ (1,000) $ (1,000)Net Loss $ (1,000) $ (1,000)Weighted average shares outstanding, basic and diluted(1) 5,500,000 5,500,000 Basic and diluted net loss per share $ (0.00) $ (0.00)

____________

(1) Excludes up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part bythe underwriters. On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class Bcommon stock outstanding (see Notes 7 and 8).

The accompanying notes are an integral part of these financial statements.

F-4

FINSERV ACQUISITION CORP.STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

Class B

Common Stock(1) AdditionalPaid-InCapital

AccumulatedDeficit

TotalStockholder’s

Equity Shares Amount Balance – August 9, 2019 (inception) — $ — $ — $ — $ — Issuance of Class B common stock to

Sponsor(1) 6,325,000 633 24,367 — 25,000 Net loss — — — (1,000) (1,000)Balance – August 23, 2019 (audited) 6,325,000 $ 633 $ 24,367 $ (1,000) $ 24,000 Net loss (unaudited) — — — — — Balance – September 30, 2019

(unaudited) 6,325,000 $ 633 $ 24,367 $ (1,000) $ 24,000

____________

(1) Includes up to 750,000 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by theunderwriters. On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class Bcommon stock outstanding (see Notes 7 and 8).

The accompanying notes are an integral part of these financial statements.

F-5

FINSERV ACQUISITION CORP.STATEMENT OF CASH FLOWS

For the Period from August 9,

2019 (Inception) Through

September 30,

2019 August 23,

2019

(Unaudited) (Audited)

Cash Flows from Operating Activities Net loss $ (1,000) $ (1,000) Changes in operating assets and liabilities:

Accrued expenses 1,000 1,000 Net cash used in operating activities — —

Cash Flows from Financing Activities Proceeds from promissory note – related party 1,000 — Payment of offering costs (292) —

Net cash provided by financing activities 708 —

Net Change in Cash 708 — Cash – beginning of the period — — Cash – end of the period $ 708 $ —

Supplemental disclosure of non-cash investing and financing activities: Payment of offering costs through promissory note $ 55,327 $ 17,700 Offering costs included in accrued offering costs $ 50,764 $ — Deferred offering costs paid directly by stockholder in exchange for the

issuance of Class B common stock to stockholder $ 25,000 $ 25,000

The accompanying notes are an integral part of these financial statements.

F-6

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

FinServ Acquisition Corp. (the “Company”) was incorporated in Delaware on August 9, 2019. TheCompany was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stockpurchase, reorganization or similar business combination with one or more businesses (the “BusinessCombination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating aBusiness Combination, the Company intends to focus its search on companies in the financial services industryor businesses providing technology services to the financial industry. The Company is an early stage andemerging growth company and, as such, the Company is subject to all of the risks associated with early stageand emerging growth companies.

As of September 30, 2019, the Company had not commenced any operations. All activity for the periodfrom August 9, 2019 (inception) through September 30, 2019 relates to the Company’s formation and theproposed initial public offering (“Proposed Public Offering”), which is described below. The Company will notgenerate any operating revenues until after the completion of its initial Business Combination, at the earliest.The Company will generate non-operating income in the form of interest income from the proceeds derivedfrom the Proposed Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s ability to commence operations is contingent upon obtaining adequate financial resourcesthrough a Proposed Public Offering of 22,000,000 units (the “Units” and, with respect to the shares of Class Acommon stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 25,300,000 Unitsif the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of625,000 units (each, a “Placement Unit” and collectively, the “Placement Units”) at a price of $10.00 perPlacement Unit in a private placement to the FinServ Holdings LLC, a Delaware limited liability company (the“Sponsor”), that will close simultaneously with the Proposed Public Offering.

The Company’s management has broad discretion with respect to the specific application of the netproceeds of the Proposed Public Offering and the sale of Placement Units, although substantially all of the netproceeds are intended to be applied generally toward consummating a Business Combination. There is noassurance that the Company will be able to complete a Business Combination successfully. The Company mustcomplete one or more initial Business Combinations having an aggregate fair market value of at least 80% ofthe assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions andtaxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the initialBusiness Combination. The Company will only complete a Business Combination if the post-transactioncompany owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquiresa controlling interest in the target sufficient for it not to be required to register as an investment company underthe Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of theProposed Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in theProposed Public Offering, including the proceeds of the Placement Units, will be held in a trust account (“TrustAccount”), located in the United States and invested only in U.S. government securities, within the meaning setforth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting theconditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i)the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) withthe opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combinationeither (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by meansof a tender offer. The decision as to whether the Company will seek stockholder approval of a BusinessCombination or conduct a tender offer will be made by the Company, solely in its discretion. The PublicStockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the TrustAccount (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds heldin the Trust Account and not previously released to the Company to pay its tax obligations). The per-shareamount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by thedeferred underwriting commissions the Company will

F-7

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations (cont.)

pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of aBusiness Combination with respect to the Company’s warrants. The Public Shares subject to redemption will berecorded at a redemption value and classified as temporary equity upon the completion of the Proposed PublicOffering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “DistinguishingLiabilities from Equity.” The Company will proceed with a Business Combination if the Company has nettangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a BusinessCombination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favorof the Business Combination. If a stockholder vote is not required by law and the Company does not decide tohold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate ofIncorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules ofthe U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior tocompleting a Business Combination. If, however, stockholder approval of the transaction is required by law, orthe Company decides to obtain stockholder approval for business or legal reasons, the Company will offer toredeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tenderoffer rules. If the Company seeks stockholder approval in connection with a Business Combination, theCompany’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Placement Shares (as definedin Note 4) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving aBusiness Combination. Additionally, each Public Stockholder may elect to redeem their Public Sharesirrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conductredemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a PublicStockholder, together with any affiliate of such stockholder or any other person with whom such stockholder isacting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than anaggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, PlacementShares and Public Shares held by it in connection with the completion of a Business Combination and (b) not topropose an amendment to the Certificate of Incorporation (i) that would affect the substance or timing of theCompany’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of itsPublic Shares if the Company does not complete a Business Combination or (ii) with respect to any otherprovision relating to stockholders’ rights or pre-business combination activity, unless the Company provides thePublic Stockholders with the opportunity to redeem their Public Shares in conjunction with any suchamendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of theProposed Public Offering (the “Combination Period”), the Company will (i) cease all operations except for thepurpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe Trust Account including interest earned on the funds held in the Trust Account and not previously releasedto the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), dividedby the number of then outstanding Public Shares, which redemption will completely extinguish PublicStockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to theapproval of the Company’s remaining stockholders and the Company’s board of directors, dissolve andliquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law toprovide for claims of creditors and the requirements of other applicable law. There will be no redemption rightsor liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Companyfails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and PlacementShares if the Company fails to complete a Business Combination within the Combination Period. However, ifthe Sponsor acquires Public Shares in or after the Proposed Public Offering, such Public Shares will be entitledto liquidating distributions from the Trust Account if the Company fails to complete a Business Combinationwithin the

F-8

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations (cont.)

Combination Period. The underwriters have agreed to waive their rights to their deferred underwritingcommission (see Note 6) held in the Trust Account in the event the Company does not complete a BusinessCombination within the Combination Period and, in such event, such amounts will be included with the otherfunds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the eventof such distribution, it is possible that the per share value of the assets remaining available for distribution willbe less than the Proposed Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to theCompany if and to the extent any claims by a third party for services rendered or products sold to the Company,or a prospective target business with which the Company has discussed entering into a transaction agreement,reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) theactual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account,if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply withrespect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind inor to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwritersof the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to beunenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for suchthird-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify theTrust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for theCompany’s independent registered accounting firm), prospective target businesses or other entities with whichthe Company does business, execute agreements with the Company waiving any right, title, interest or claim ofany kind in or to monies held in the Trust Account.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying audited financial statements are presented in in conformity with accounting principlesgenerally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of theSEC. In the opinion of management, the accompanying unaudited financial statements include all adjustments,consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position,operating results and cash flows for the period presented. The interim results for the period from August 9, 2019(inception) through September 30, 2019 are not necessarily indicative of the results to be expected for the yearending December 31, 2019 or for any future interim periods.

The Company does not have sufficient liquidity to meet its anticipated obligations over the next year fromthe date of issuance of these financial statements. In connection with the Company’s assessment of goingconcern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15 , “Disclosures ofUncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that theCompany has access to funds from the Sponsor that are sufficient to fund the working capital needs of theCompany until the earlier of the consummation of the Proposed Public Offering or one year from the date ofissuance of these financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933,as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBSAct”), and it may take advantage of certain exemptions from various reporting requirements that are applicableto other public companies that are not emerging growth companies including, but not limited to, not beingrequired to comply with the independent registered public accounting firm attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodicreports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and stockholder approval of any golden parachute payments not previously approved.

F-9

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (cont.)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required tocomply with new or revised financial accounting standards until private companies (that is, those that have nothad a Securities Act registration statement declared effective or do not have a class of securities registered underthe Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBSAct provides that a company can elect to opt out of the extended transition period and comply with therequirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. TheCompany has elected not to opt out of such extended transition period which means that when a standard isissued or revised and it has different application dates for public or private companies, the Company, as anemerging growth company, can adopt the new or revised standard at the time private companies adopt the newor revised standard. This may make comparison of the Company’s financial statements with another publiccompany which is neither an emerging growth company nor an emerging growth company which has opted outof using the extended transition period difficult or impossible because of the potential differences in accountingstandards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possiblethat the estimate of the effect of a condition, situation or set of circumstances that existed at the date of thefinancial statements, which management considered in formulating its estimate, could change in the near termdue to one or more future confirming events. Accordingly, the actual results could differ significantly fromthose estimates.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred throughthe balance sheet date that are directly related to the Proposed Public Offering and that will be charged tostockholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offeringprove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged tooperations.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740,“Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequencesattributable to differences between the financial statements carrying amounts of existing assets and liabilitiesand their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expectedto apply to taxable income in the years in which those temporary differences are expected to be recovered orsettled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in theperiod that included the enactment date. Valuation allowances are established, when necessary, to reducedeferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statementrecognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits tobe recognized, a tax position must be more likely than not to be sustained upon examination by taxingauthorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits asincome tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penaltiesas of September 30, 2019 and August 23, 2019. The Company is currently not aware of any issues under reviewthat could result in significant payments, accruals or material deviation from its position. The Company issubject to income tax examinations by major taxing authorities since inception.

F-10

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 2 — Summary of Significant Accounting Policies (cont.)

The provision for income taxes was deemed to be de minimis for the period from August 9, 2019(inception) through September 30, 2019.

Net Loss Per Common Share

Net loss per share is computed by dividing net loss by the weighted average number of shares of commonstock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor.Weighted average shares were reduced for the effect of an aggregate of 825,000 shares of Class B commonstock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5and 7). At September 30, 2019 and August 23, 2019, the Company did not have any dilutive securities and othercontracts that could, potentially, be exercised or converted into shares of common stock and then share in theearnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periodpresented.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of acash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverageof $250,000. At September 30, 2019 and August 23, 2019, the Company has not experienced losses on thisaccount and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balancesheet, primarily due to their short-term nature.

Recent Accounting Pronouncements

In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share(Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): PartI. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of theIndefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities andCertain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this updateaddresses the complexity of accounting for certain financial instruments with down round features. Down roundfeatures are features of certain equity-linked instruments (or embedded features) that result in the strike pricebeing reduced on the basis of the pricing of future equity offerings. Also, entities must adjust their basicEarnings per Share (“EPS”) calculation for the effect of the down round provision when triggered (that is, whenthe exercise price of the related equity-linked financial instrument is adjusted downward because of the downround feature). That effect is treated as a dividend and as a reduction of income available to commonshareholders in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance iseffective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. TheCompany adopted this guidance during the period ended September 30, 2019. The adoption of this guidance isnot expected to have a material impact on the Company’s financial position, results of operations, cash flows ordisclosures until a triggering event occurs. Part II of this update addresses the difficulty of navigating Topic 480,Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASBAccounting Standards Codification. This pending content is the result of the indefinite deferral of accountingrequirements about mandatorily redeemable financial instruments of certain nonpublic entities and certainmandatorily redeemable noncontrolling interests. The amendments in Part II of this update are not expected tohave an impact on the Company.

Management does not believe that any other recently issued, but not yet effective, accountingpronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

F-11

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 3 — Public Offering

Pursuant to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 Units (or23,000,000 Units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per Unit.Each Unit will consist of one share of Class A common stock and one-half of one redeemable warrant (“PublicWarrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock ata price of $11.50 per share, subject to adjustment (see Note 7).

Note 4 — Private Placement

The Sponsor has agreed to purchase an aggregate of 665,000 Placement Units at a price of $10.00 perPlacement Unit, for an aggregate purchase price of $6,650,000, in a private placement that will occursimultaneously with the closing of the Proposed Public Offering. Each Placement Unit will consist of one shareof Class A common stock (“Placement Share” or, collectively, “Placement Shares”) and one-half of oneredeemable warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchaseone share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from thePlacement Units will be added to the proceeds from the Proposed Public Offering to be held in the TrustAccount. If the Company does not complete a Business Combination within the Combination Period, theproceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subjectto the requirements of applicable law), and the Placement Units and all underlying securities will expireworthless.

Note 5 — Related Party Transactions

Founder Shares

On August 9, 2019, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’sClass B common stock for an aggregate price of $25,000. The Founder Shares will automatically convert intoClass A common stock upon consummation of a Business Combination on a one-for-one basis, subject tocertain adjustments, as described in Note 7.

On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class B commonstock outstanding, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares. All share andper-share amounts have been retroactively restated to reflect the stock dividend. The 6,325,000 Founder Sharesinclude an aggregate of up to 825,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20%of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor doesnot purchase any Public Shares in the Proposed Public Offering and excluding the Placement Shares).

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its FounderShares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B)subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) forany 20 trading days within any 30-trading day period commencing at least 150 days after a BusinessCombination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange orother similar transaction that results in all of the Company’s stockholders having the right to exchange theirshares of common stock for cash, securities or other property.

Related Party Loans

On August 9, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to coverexpenses related to the Proposed Public Offering pursuant to a promissory note (the “Promissory Note”). ThePromissory Note is non-interest bearing and payable on the earlier of March 30, 2020 or the completion of theProposed Public Offering. At September 30, 2019 and August 23, 2019, the Company had $56,327 (unaudited)and $17,700, respectively, in borrowings outstanding under the Promissory Note.

F-12

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 5 — Related Party Transactions (cont.)

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsoror an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to,loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a BusinessCombination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Accountreleased to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outsidethe Trust Account. In the event that a Business Combination does not close, the Company may use a portion ofproceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the TrustAccount would be used to repay the Working Capital Loans. Except for the foregoing, the terms of suchWorking Capital Loans, if any, have not been determined and no written agreements exist with respect to suchloans. The Working Capital Loans would either be repaid upon consummation of a Business Combination,without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may beconvertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The unitswould be identical to the Placement Units.

Administrative Support Agreement

The Company will enter into an agreement to, commencing on the effective date of the Proposed PublicOffering through the earlier of the Company’s consummation of a Business Combination and its liquidation,pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrativesupport.

Note 6 — Commitments

Registration Rights

The holders of the Founder Shares, Placement Units (including securities contained therein) and Units(including securities contained therein) that may be issued upon conversion of Working Capital Loans, and anyshares of Class A common stock issuable upon the exercise of the Placement Warrants and any shares of ClassA common stock and warrants (and underlying Class A common stock) that may be issued upon conversion ofunits issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of theFounder Shares, will be entitled to registration rights pursuant to a registration rights agreement to be signedprior to or on the effective date of Proposed Public Offering, requiring the Company to register such securitiesfor resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders ofthe majority of these securities are entitled to make up to three demands, excluding short form demands, that theCompany register such securities. In addition, the holders have certain “piggy-back” registration rights withrespect to registration statements filed subsequent to the completion of a Business Combination and rights torequire the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. TheCompany will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company will grant the underwriters a 45-day option from the date of Proposed Public Offering topurchase up to 3,300,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering priceless the underwriting discounts and commissions.

The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $4,400,000 in theaggregate, payable upon the closing of the Proposed Public Offering. In addition, the underwriters will beentitled to a deferred fee of (i) $0.35 per Unit of the gross proceeds of the initial 22,000,000 Units sold in theProposed Public Offering, or $7,700,000, and (ii) $0.55 per Unit of the gross proceeds from the Units soldpursuant to the over-allotment option, or $1,815,000. The deferred fee will become payable to the underwritersfrom the amounts held in the Trust Account solely in the event that the Company completes a BusinessCombination, subject to the terms of the underwriting agreement.

F-13

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 7 — Stockholder’s Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a parvalue of $0.0001 per share with such designations, voting and other rights and preferences as may bedetermined from time to time by the Company’s board of directors. At September 30, 2019 and August 23,2019, there were no shares of preferred stock issued or outstanding.

Common Stock

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A commonstock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for eachshare. At September 30, 2019 and August 23, 2019, there were no shares of Class A common stock issued oroutstanding.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B commonstock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for eachshare. At September 30, 2019 and August 23, 2019, there were 6,325,000 shares of Class B common stockissued and outstanding, of which an aggregate of up to 825,000 shares are subject to forfeiture to the extent thatthe underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will collectivelyown 20% of the Company’s issued and outstanding common stock after the Proposed Public Offering (assumingthe Sponsor does not purchase any Public Shares in the Proposed Public Offering and excluding the PlacementShares).

Holders of Class A common stock and Class B common stock will vote together as a single class on allother matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock atthe time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additionalshares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of theamounts offered in the Proposed Public Offering and related to the closing of a Business Combination, the ratioat which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive suchadjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class Acommon stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, onan as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon thecompletion of the Proposed Public Offering (not including the shares of Class A common stock underlying thePlacement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issuedin connection with a Business Combination (excluding any shares or equity-linked securities issued, or to beissued, to any seller in a Business Combination, any private placement-equivalent warrants issued, or to beissued, to any seller in a Business Combination, any private placement equivalent securities issued to theSponsor or its affiliates upon conversion of loans made to the Company).

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrantswill be issued upon separation of the Units and only whole warrants will trade. The Public Warrants willbecome exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 monthsfrom the closing of the Proposed Public Offering. The Public Warrants will expire five years after thecompletion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to theexercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statementunder the Securities Act with respect to the shares of Class A common stock underlying the warrants is theneffective and a prospectus relating thereto is current, subject to the Company satisfying its obligations withrespect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares ofClass A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrantexercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residenceof the registered holder of the warrants.

F-14

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 7 — Stockholder’s Equity (cont.)

The Company has agreed that as soon as practicable, but in no event later than 15 business days after theclosing of a Business Combination, the Company will use its best efforts to file with the SEC a registrationstatement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause suchregistration statement to become effective and to maintain a current prospectus relating to those shares of ClassA common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If aregistration statement covering the shares of Class A common stock issuable upon exercise of the warrants isnot effective by the 60th business day after the closing of a Business Combination, warrant holders may, untilsuch time as there is an effective registration statement and during any period when the Company will havefailed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance withSection 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registrationstatement covering the Class A common stock issuable upon exercise of the warrants is not effective within aspecified period following the consummation of a Business Combination, warrant holders may, until such timeas there is an effective registration statement and during any period when the Company shall have failed tomaintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemptionprovided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption,or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants becomeexercisable; and

• if, and only if, the reported last sale price of the Company’s Class A common stock equals orexceeds $18.00 per share for any 20 trading days within a 30-trading day period commencing oncethe warrants become exercisable and ending three business days before the Company sends thenotice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may not exercise itsredemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt fromregistration or qualification under applicable state blue sky laws or the Company is unable to effect suchregistration or qualification.

If the Company calls the Public Warrants for redemption, management will have the option to require allholders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrantagreement. The exercise price and number of shares of Class A common stock issuable upon exercise of thewarrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization,reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class Acommon stock at a price below its exercise price. Additionally, in no event will the Company be required to netcash settle the warrants. If the Company is unable to complete a Business Combination within the CombinationPeriod and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive anyof such funds with respect to their warrants, nor will they receive any distribution from the Company’s assetsheld outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expireworthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linkedsecurities for capital raising purposes in connection with the closing of a Business Combination at an issue priceor effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effectiveissue price to be determined in good faith by the Company’s board of directors and, in the case of any suchissuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor orsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate grossproceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,available for the funding of a Business Combination on the date of the consummation of a BusinessCombination (net of redemptions), and (z) the volume

F-15

FINSERV ACQUISITION CORP.NOTES TO FINANCIAL STATEMENTS

Note 7 — Stockholder’s Equity (cont.)

weighted average trading price of the shares of Class A common stock during the 20 trading day period startingon the trading day prior to the day on which the Company consummates a Business Combination (such price,the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearestcent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 pershare redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of theMarket Value and the Newly Issued Price.

The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in theProposed Public Offering, except that the Placement Warrants and the Class A common stock issuable upon theexercise of the Placement Warrants will not be transferable, assignable or saleable until 30 days after thecompletion of a Business Combination, subject to certain limited exceptions. Additionally, the PlacementWarrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initialpurchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initialpurchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company andexercisable by such holders on the same basis as the Public Warrants.

Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after August 23, 2019, thebalance sheet date, up to September 5, 2019, the date the audited financial statements were available to beissued. The Company also evaluated subsequent events and transactions that occurred after the August 23,2019, the balance sheet date, up to November [__], 2019, the date the unaudited interim financial statementswere available to be issued. Other than as described below, the Company did not identify any subsequent eventsthat would have required adjustment or disclosure in the financial statements.

On October 31, 2019, the Company effected a 1.1 for 1 stock dividend for each share of Class B commonstock outstanding, resulting in the Sponsor holding an aggregate of 6,325,000 Founder Shares, of which up to825,000 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is notexercised in full or in part. All share and per-share amounts have been retroactively restated to reflect the stockdividend.

F-16

22,000,000 Units

FinServ Acquisition Corp.

____________________________

PROSPECTUS_____________________________

October 31, 2019

Barclays Cantor

Joint Book-Running Managers

Until November 25, 2019 (25 days after the date of this prospectus), all dealers that buy, sell or trade ourClass A common stock, whether or not participating in this offering, may be required to deliver a prospectus.This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and withrespect to its unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus. We have not, and theunderwriters have not, authorized anyone to provide you with different information. If anyone providesyou with different or inconsistent information, you should not rely on it. We are not, and theunderwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is notpermitted. You should not assume that the information contained in this prospectus is accurate as of anydate other than the date on the front of this prospectus.

No dealer, salesperson or any other person is authorized to give any information or make anyrepresentations in connection with this offering other than those contained in this prospectus and, if givenor made, the information or representations must not be relied upon as having been authorized by us.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security otherthan the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy anysecurities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.